Exhibit 10.01


                            FACILITY LEASE AGREEMENT
                            ------------------------

         This FACILITY LEASE AGREEMENT ("Lease") is dated as of the 1st day of
January, 1998 and is between CCC OF CONNECTICUT, INC. ("Lessor"), a Delaware
corporation which has an address at 197 First Avenue, Needham Heights,
Massachusetts 02194, and CAREMATRIX OF RIDGEFIELD (SNF), INC. ("Lessee"), a
Delaware corporation, having its principal office at 197 First Avenue, Needham,
Massachusetts 02194.

                                    ARTICLE 1
                                    ---------

                 LEASED PROPERTY; TERM; CONSTRUCTION; EXTENSIONS
                 -----------------------------------------------

         1.1 Leased Property. Upon and subject to the terms and conditions
hereinafter set forth, the Lessor leases to the Lessee and the Lessee rents and
leases from the Lessor all of the Lessor's rights and interests in and to the
following real and personal property (collectively, the "Leased Property"):

         (a) the real property described in EXHIBIT A attached hereto (the 
"Land");

         (b) all buildings, structures, Fixtures (as hereinafter defined) and
other improvements of every kind including, but not limited to, alleyways and
connecting tunnels, sidewalks, utility pipes, conduits and lines, and parking
areas and roadways appurtenant to such buildings and structures presently or
hereafter situated upon the Land (collectively, the "Leased Improvements");

         (c) all easements, rights and appurtenances of every nature and
description now or hereafter relating to or benefitting any or all of the Land
and the Leased Improvements; and

         (d) all equipment, machinery, building fixtures, and other items of
property (whether realty, personalty or mixed), including all components
thereof, now or hereafter located in, on or used in connection with, and
permanently affixed to or incorporated into the Leased Improvements, including,
without limitation, all furnaces, boilers, heaters, electrical equipment,
heating, plumbing, lighting, ventilating, refrigerating, incineration, air and
water pollution control, waste disposal, air-cooling and air-conditioning
systems and apparatus, sprinkler systems and fire and theft protection
equipment, and built-in oxygen and vacuum systems, all of which, to the greatest
extent permitted by law, are hereby deemed by the parties hereto to constitute
real estate, together with all replacements, modifications, alterations and
additions thereto, but specifically excluding all items included within the
category of Tangible Personal Property (as hereinafter defined) which are not
permanently affixed to or incorporated in the Leased Property (collectively, the
"Fixtures");

         The Leased Property is leased in its present condition, AS IS, without
representation or warranty of any kind, express or implied, by the Lessor and
subject to: (i) the rights of parties in possession; (ii) the existing state of
title including all covenants, conditions, Liens (as hereinafter defined) and
other matters of record (including, without limitation, the matters set forth in
EXHIBIT B); (iii) all applicable laws and (iv) all matters, whether or not of a
similar nature, which would be disclosed by an inspection of the Leased Property
or by an accurate survey thereof.


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         1.2 Term. The term of this Lease shall consist of: the "Initial Term",
which shall commence on the date hereof (the "Commencement Date") and end on
December 31, 2017 (the "Expiration Date"); provided, however, that this Lease
may be sooner terminated as hereinafter provided. In addition, the Lessee shall
have the options to extend the Term (as hereinafter defined) as provided for in
Section 1.3.

         1.3 Extended Terms. Provided that this Lease has not been previously
terminated, and as long as there exists no Lease Default (as hereinafter
defined) at the time of exercise and on the last day of the Initial Term or the
then current Extended Term (as hereinafter defined), as the case may be, the
Lessee is hereby granted the options to extend the Initial Term of this Lease
for four (4) additional periods (collectively, the "Extended Terms") as follows:
four (4) successive five (5) year periods for a maximum Term, if all such
options are exercised, which ends on December 31, 2033. The Lessee's extension
options shall be exercised by the Lessee by giving written notice to the Lessor
of each such extension at least one hundred eighty (180) days, but not more than
three hundred sixty (360) days, prior to the termination of the Initial Term or
the then current Extended Term, as the case may be. The Lessee shall have no
right to rescind any such notice once given. The Lessee may not exercise its
option for more than one Extended Term at a time. During each effective Extended
Term, all of the terms and conditions of this Lease shall continue in full force
and effect.

                                    ARTICLE 2
                                    ---------

                      DEFINITIONS AND RULES OF CONSTRUCTION
                      -------------------------------------

         2.1 Definitions. For all purposes of this Lease and the other Lease
Documents (as hereinafter defined), except as otherwise expressly provided or
unless the context otherwise requires, (i) the terms defined in this Article
have the meanings assigned to them in this Article and include the plural as
well as the singular and (ii) all references in this Lease or any of the other
Lease Documents to designated "Articles", "Sections" and other subdivisions are
to the designated Articles, Sections and other subdivisions of this Lease or the
other applicable Lease Document.

         Additional Charges: As defined in Article 3.

         Additional Land: As defined in Section 9.3.

         Affiliate: With respect to any Person (i) any other Person which,
directly or indirectly, controls or is controlled by or is under common control
with such Person, (ii) any other Person that owns, beneficially, directly or
indirectly, five percent (5%) or more of the outstanding capital stock, shares
or equity interests of such Person or (iii) any officer, director, employee,
general partner or trustee of such Person, or any other Person controlling,
controlled by, or under common control with, such Person (excluding trustees and
Persons serving in a fiduciary or similar capacity who are not otherwise an
Affiliate of such Person). For the purposes of this definition, "control"
(including the correlative meanings of the terms "controlled by" and "under
common control with"), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, through the ownership
of voting securities, partnership interests or other equity interests.


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         Appurtenant Agreements: Collectively, all instruments, documents and
other agreements that now or hereafter create any utility, access or other
rights or appurtenances benefitting or relating to the Leased Property.

         Award: All compensation, sums or anything of value awarded, paid or
received on a total or partial Condemnation.

         Bankruptcy Code: Subsection 365(h) of the United States Bankruptcy
Code, 11 U.S.C. ss.365(h), as the same may hereafter be amended and including
any successor provision thereto.

         Base Rent: As defined in Section 3.1.

         Business Day: Any day which is not a Saturday or Sunday or a public
holiday under the laws of the United States of America, the Commonwealth of
Massachusetts, the State or the state in which the Lessor's depository bank is
located.

         Capital Additions: Collectively, all new buildings, equipment and
additional structures annexed to any portion of any of the Leased Improvements
and material expansions of any of the Leased Improvements which are constructed
on any portion of the Land during the Term, including, without limitation, the
construction of a new wing or new story, the renovation of any of the Leased
Improvements on the Leased Property in order to provide a functionally new
facility that is needed or used to provide services not previously offered and
any expansion, construction, renovation or conversion in order to (i) increase
the unit capacity of a Facility, (ii) change the purpose for which such units
are utilized and/or (iii) change the utilization of any material portion of any
of the Leased Improvements.

         Capital Addition Cost: The cost of any Capital Addition made by the
Lessee whether paid for by the Lessee or the Lessor. Such cost shall include all
costs and expenses of every nature whatsoever incurred directly or indirectly in
connection with the development, permitting, construction and financing of a
Capital Addition as reasonably determined by, or to the reasonable satisfaction
of, the Lessor.

         Cash Flow Rental Payments: As defined in Section 3.1.

         Casualty: As defined in Section 13.1.

         Code: The Internal Revenue Code of 1986, as amended.

         Commencement Date: As defined in Section 1.2.

         Condemnation: With respect to the Leased Property or any interest
therein or right accruing thereto or use thereof (i) the exercise of any
Governmental Authority, whether by legal proceedings or otherwise, by a
Condemnor or (ii) a voluntary sale or transfer by the Lessor to any Condemnor,
either under threat of Condemnation or Taking or while legal proceedings for
Condemnation or Taking are pending.

         Condemnor: Any public or quasi-public authority, or private corporation
or individual, having the power of condemnation.


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         Consolidated and Consolidating: The consolidated and consolidating
accounts of the relevant Person and its Subsidiaries consolidated in accordance
with GAAP.

         Consolidated Financials: For any fiscal year or other accounting period
for any Person and its consolidated Subsidiaries, statements of earnings and
retained earnings and of changes in financial position for such period and for
the period from the beginning of the respective fiscal year to the end of such
period and the related balance sheet as at the end of such period, together with
the notes thereto, all in reasonable detail and setting forth in comparative
form the corresponding figures for the corresponding period in the preceding
fiscal year, and prepared in accordance with GAAP, and disclosing all
liabilities of such Person and its consolidated Subsidiaries, including, without
limitation, contingent liabilities.

         Consultants: Collectively, the architects, engineers, inspectors,
surveyors and other consultants that are engaged from time to time by the Lessor
to perform services for the Lessor in connection with this Lease.

         Contracts: All agreements, contracts, (including without limitation,
construction contracts, subcontracts, and architects' contracts,) contract
rights, warranties and representations, franchises, and records and books of
account benefitting, relating to or affecting the Leased Property or the
ownership, construction, development, maintenance, management, repair, use,
occupancy, possession, or operation thereof, or the operation of any programs or
services in conjunction with the Leased Property and all renewals, replacement
and substitutions therefor, now or hereafter issued by or entered into with any
Governmental Authority or maintained or used by any member of the Leasing Group
or entered into by any member of the Leasing Group with any third Person.

         Current Management Agreement: The management agreement between Lessor
and Athena Health Care Associates, Inc.

         Current Manager: Athena Health Care Associates, Inc.

         Date of Taking: The date the Condemnor has the right to possession of
the property being condemned.

         Debt Service: All payments due and payable under any promissory note
secured by a Mortgage, including, without limitation, principal, interest and
any other costs, expenses and late charges incurred by the Lessor as a result of
any failure by Lessee to satisfy, on a timely basis, the obligations set forth
under Section 3.1, but specifically excluding any so-called "balloon payments"
due at the maturity thereof and all costs and expenses incurred in connection
with any refinancing thereof.

         Debt Service Rental Payments: As defined in Section 3.1.

         Encumbrance: As defined in Section 20.3.

         Environmental Enforcement Actions: Collectively, all actions or orders
instituted, threatened or required by any Governmental Authority and all claims
made or threatened by any Person against Lessee or the Leased Property (or any
other occupant, prior occupant or prior owner thereof or any other Person),
arising out of or in connection with any of the Environmental Laws or the
assessment, monitoring, clean-up, containment, remediation or removal of, or
damages caused or alleged to be caused by, any Hazardous Substances (i) located
on or under the 


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Leased Property, (ii) emanating from the Leased Property or (iii) generated,
stored, transported, utilized, disposed of, managed or released by Lessee or any
other occupant of the Leased Property.

         Environmental Laws: Collectively, all Legal Requirements applicable to
(i) environmental conditions on, under or emanating from the Leased Property and
(ii) the generation, storage, transportation, utilization, disposal, management
or release (whether or not on, under or from the Leased Property) of Hazardous
Substances by the Lessee.

         ERISA: The Employment Retirement Income Security Act of 1974, as
amended.

         Event of Default: As defined in Article 16.

         Expiration Date: As defined in Section 1.2.

         Extended Terms: As defined in Section 1.3.

         Facility: The senior residential housing facility known as Chancellor
of Ridgefield on the Land (together with related parking and other amenities).

         Fee Mortgage: As defined in Section 20.3.

         Fee Mortgagee: As defined in Section 20.3.

         Facility Expenses: Collectively, all costs, expenses and cash
disbursements of any type relating to or arising out of (i) the ownership of the
Leased Property and which are payable by Lessee hereunder including, without
limitation, Impositions, Capital Additions, Material Structural Work, other
repairs to and/or renovations of the Leased Property, expenses incurred in
connection with the maintenance of the Leased Property and Debt Service and (ii)
the operation of the Lessee's business on the Leased Property, including,
without limitation, the funding of any necessary reserves. To the extent that
any of such costs, including employee costs, relate to property other than the
Leased Property, such costs shall be equitably allocated between the Leased
Property and such other properties.

         Failure to Operate: As defined in Article 16.

         Failure to Perform: As defined Article 16.

         Fair Market Added Value: The Fair Market Value of the Leased Property
(including all Capital Additions) minus the Fair Market Value of the Leased
Property determined as if no Capital Additions paid for by the Lessee had been
constructed.

         Fair Market Value of the Capital Addition: The amount by which the Fair
Market Value of the Leased Property upon the completion of a particular Capital
Addition exceeds the Fair Market Value of the Leased Property just prior to the
construction of the particular Capital Addition.

         Fair Market Value of the Leased Property: The fair market value of the
Leased Property, including all Capital Additions, and including the Land and all
other portions of the Leased Property, and (a) assuming the same is unencumbered
by this Lease, (b) determined in accordance with the appraisal procedures set
forth in Section 18.2 or in such other manner as


                                     - 5 -

<PAGE>


shall be mutually acceptable to the Lessor and the Lessee (including, without
limitation, as a negotiated percentage of total project costs) and (c) not
taking into account any reduction in value resulting from any Lien to which the
Leased Property is subject and which Lien the Lessee or the Lessor is otherwise
required to remove at or prior to closing of the transaction. However, the
positive or negative effect on the value of the Leased Property attributable to
the interest rate, amortization schedule, maturity date, prepayment provisions
and other terms and conditions of any Lien on the Leased Property which is not
so required or agreed to be removed shall be taken into account in determining
the Fair Market Value of the Leased Property. The Fair Market Value of the
Leased Property shall be determined as the overall value based on due
consideration of the "income" approach, the "comparable sales" approach, and the
"replacement cost" approach; provided, however, that the Fair Market Value of
the Leased Property shall in no case be less than the outstanding balance of the
mortgage loan evidenced by the Promissory Note (as defined herein) plus accrued
interest and prepayment penalties applicable from time to time.

         Fair Market Value of the Material Structural Work: The amount by which
the Fair Market Value of the Leased Property upon the completion of any
particular Material Structural Work exceeds the Fair Market Value of the Leased
Property just prior to the construction of the applicable Material Structural
Work.

         Financing Party: Any Person who is or may be participating with the
Lessor in any way in connection with the financing of any Capital Addition.

         Fiscal Quarter: Each of the three (3) month periods commencing on
January 1st, April 1st, July 1st and October 1st.

         Fiscal Year: The twelve (12) month period from January 1st to December
31st.

         Fixtures: As defined in Article 1.

         GAAP: Generally accepted accounting principles, consistently applied
throughout the relevant period.

         Governmental Authorities: Collectively, all agencies, authorities,
bodies, boards, commissions, courts, instrumentalities, legislatures, and
offices of any nature whatsoever of any government, quasi-government unit or
political subdivision, whether with a federal, state, county, district,
municipal, city or otherwise and whether now or hereinafter in existence.

         Gross Revenues: Collectively, all revenues generated by reason of the
operation of the Leased Property (including any Capital Additions), whether or
not directly or indirectly received or to be received by the Lessee, including,
without limitation, all revenues received or receivable for the use of, or
otherwise by reason of, all units, rooms, beds and other facilities provided,
membership fees, entrance fees, meals served, catering, services performed,
space or facilities subleased or goods sold on or from the Leased Property,
including, without limitation, any revenues generated from gift shop, coffee
shop, vending machine, laundry machine, barber shop, beauty shop and all other
concessions and further including, without limitation, except as otherwise
specifically provided below, any consideration received under any subletting,
licensing, or other arrangements with any Person relating to the possession or
use of the Leased Property and all revenues from all ancillary services provided
at or relating to the Leased Property; provided, further, that there shall be
excluded or deducted (as the case may be) from such revenues:


                                     - 6 -

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         (i) contractual allowances (relating to any period during the Term of
this Lease and thereafter until the Rent hereunder is paid in full) for billings
not paid by or received from the appropriate Governmental Agencies or third
party payors,

         (ii) allowances according to GAAP for uncollectible accounts,

         (iii) all proper patient and/or resident billing credits and
adjustments according to GAAP,

         (iv) federal, state or local sales, use, gross receipts and excise
taxes and any tax based upon or measured by said Gross Revenues which is added
to or made a part of the amount billed to the patient, resident or other
recipient of such services or goods, whether included in the billing or stated
separately,

         (v) provider discounts for hospital or other medical facility
utilization contracts,

         (vi) the cost of any federal, state or local governmental program
imposed specially to provide or finance indigent patient and/or resident care
(other than Medicare, Medicaid and the like), and

         (vii) deposits refundable to residents of the Facility.

         Hazardous Substances: Collectively, (i) any "hazardous material,"
"hazardous substance," "hazardous waste," "oil," "regulated substance," "toxic
substance," "restricted hazardous waste", "special waste" or words of similar
import as defined under any of the Environmental Laws; (ii) asbestos in any
form; (iii) urea formaldehyde foam insulation; (iv) polychlorinated biphenyls;
(v) radon gas; (vi) flammable explosives; (vii) radioactive materials; (viii)
any chemical, containment, solvent, material, pollutant or substance that may be
dangerous or detrimental to the Leased Property, the environment, or the health
and safety of the patients, residents and other occupants of the Leased Property
or of the owners or occupants of any other real property nearby the Leased
Property and (iv) any substance, the generation, storage, transportation,
utilization, disposal, management, release or location of which, on, under or
from the Leased Property is prohibited or otherwise regulated pursuant to any of
the Environmental Laws.

         Impositions: Collectively, all taxes (including, without limitation,
all capital stock and franchise taxes of the Lessor, all ad valorem, property,
sales, use, single business, gross receipts, transaction privilege, rent or
similar taxes), assessments (including, without limitation, all assessments for
public improvements or benefits, whether or not commenced or completed prior to
the date hereof and whether or not to be completed within the Term), ground
rents, rent, occupancy or hotel taxes, water and sewer rents, water charges or
other rents and charges, excises, tax levies, fees (including, without
limitation, license, permit, inspection, authorization and similar fees),
transfer taxes and recordation taxes imposed as a result of this Lease or any
extensions hereof, and all other governmental charges, in each case whether
general or special, ordinary or extraordinary, or foreseen or unforeseen, of
every character in respect of either or both of the Leased Property and the Rent
(including all interest and penalties thereon due to any failure in payment by
the Lessee), which at any time prior to, during or in respect of the Term hereof
and thereafter until the Leased Property is surrendered to the Lessor as
required by the 


                                     - 7 -


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terms of this Lease, may be assessed or imposed on or in respect of or be a Lien
upon (a) the Lessor or the Lessor's interest in the Leased Property, (b) the
Leased Property or any rent therefrom or any estate, right, title or interest
therein, or (c) any occupancy, operation, use or possession of, sales from, or
activity conducted on, or in connection with, the Leased Property or the leasing
or use of the Leased Property. Notwithstanding the foregoing, nothing contained
in this Lease shall be construed to require the Lessee to pay (1) any tax based
on net income (whether denominated as a franchise or capital stock or other tax)
imposed on the Lessor or any other Person, except the Lessee or its successors,
(2) any net revenue tax of the Lessor or any other Person, except the Lessee and
its successors, (3) any tax imposed with respect to the sale, exchange or other
disposition by the Lessor of the Leased Property or the proceeds thereof, or (4)
except as expressly provided elsewhere in this Lease, any principal or interest
on any Encumbrance on the Leased Property; provided, however, the provisos set
forth in clauses (1) and (2) of this sentence shall not be applicable to the
extent that any tax, assessment, tax levy or charge which the Lessee is
obligated to pay pursuant to the first sentence of this definition and which is
in effect at any time during the Term hereof is totally or partially repealed,
and a tax, assessment, tax levy or charge set forth in clause (1) or (2) is
levied, assessed or imposed expressly in lieu thereof. In computing the amount
of any franchise tax or capital stock tax which may be or become an Imposition,
the amount payable by the Lessee shall be equitably apportioned based upon all
properties owned by the Lessor that are located within the particular
jurisdiction subject to any such tax. 

         Indemnified Parties: As defined in Section 12.2.

         Index: The rate of interest of actively traded marketable United States
Treasury Securities bearing a fixed rate of interest adjusted for a constant
maturity of five (5) years as calculated by the Federal Reserve Board.

         Initial Term: As defined in Section 1.2.

         Insurance Requirements: All terms of any insurance policy required by
this Lease, all requirements of the issuer of any such policy with respect to
the Leased Property and the activities conducted thereon and the requirements of
any insurance board, association or organization or underwriters' regulations
pertaining to the Leased Property.

         Land: As defined in Article 1.

         Lease:  As defined in the preamble of this Lease.

         Lease Default: The occurrence of any default or breach of condition
continuing beyond any applicable notice and/or grace periods under this Lease
and/or any of the other Lease Documents.

         Lease Deposit: The sum of Eight Hundred Seventy Thousand Dollars
($870,000) to be paid simultaneously with the execution of this Lease.

         Lease Documents: Collectively, this Lease, and any and all other
instruments, documents, certificates or agreements now or hereafter (i) executed
or furnished by any member of the Leasing Group in connection with the
transactions evidenced by this Lease and/or any of the foregoing documents
and/or (ii) evidencing or securing any of the Lessee's obligations relating to
the Leased Property, including, without limitation, the Lessee's obligations
hereunder.


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         Lease Obligations: Collectively, all indebtedness, covenants,
liabilities, obligations, agreements and undertakings (other than the Lessor's
obligations) under this Lease and the other Lease Documents.

         Leased Improvements: As defined in Article 1.

         Leased Property: As defined in Article 1.

         Leasing Commitment Fee: The sum of One Million Six Hundred Thousand
Dollars ($1,600,000).

         Leasing Group: Collectively, the Lessee, any Sublessee and any Manager.

         Legal Requirements: Collectively, all statutes, ordinances, by-laws,
codes, rules, regulations, restrictions, orders, judgments, decrees and
injunctions (including, without limitation, all applicable building, health
code, zoning, subdivision, and other land use and health-care, assisted living
and independent housing licensing statutes, ordinances, by-laws, codes, rules
and regulations), whether now or hereafter enacted, promulgated or issued by any
Governmental Authority, affecting the Lessor, any member of the Leasing Group or
the Leased Property or the ownership, construction, development, maintenance,
management, repair, use, occupancy, possession or operation thereof or the
operation of any programs or services in connection with the Leased Property,
including, without limitation, any of the foregoing which may (i) require
repairs, modifications or alterations in or to the Leased Property, (ii) in any
way affect (adversely or otherwise) the use and enjoyment of the Leased Property
or (iii) require the assessment, monitoring, clean-up, containment, removal,
remediation or other treatment of any Hazardous Substances on, under or from the
Leased Property. Without limiting the foregoing, the term Legal Requirements
includes all Environmental Laws and shall also include all Permits and Contracts
issued or entered into by any Governmental Authority and all Permitted
Encumbrances.

         Lessee: As defined in the preamble of this Lease and its successors and
assigns.

         Lessee's Election Notice:  As defined in Section 14.3.

         Lessor: As defined in the preamble of this Lease and its successors and
assigns.

         Lien: With respect to any real or personal property, any mortgage,
easement, restriction, lien, pledge, collateral assignment, hypothecation,
charge, security interest, title retention agreement, levy, execution, seizure,
attachment, garnishment or other encumbrance of any kind in respect of such
property, whether or not choate, vested or perfected.

         Management Agreement: Any agreement, whether written or oral, between
the Lessee or any Sublessee and any other Person pursuant to which the Lessee or
such Sublessee provides any payment, fee or other consideration to any other
Person to operate or manage the Facility.

         Manager: Any Person who has entered into a Management Agreement with
the Lessee or any Sublessee, including, without limitation, the Current Manager.

         Material Structural Work: Any (i) structural alteration, (ii)
structural repair or (iii) structural renovation to the Leased Property that
would require (a) the design and/or involvement 


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of a structural engineer and/or architect and/or (b) the issuance of a Permit;
that, in each instance, would cost FIFTY THOUSAND DOLLARS ($50,000) or more.

         Medicaid: The medical assistance program established by Title XIX of
the Social Security Act (42 USC ss.1396 et seq.) and any statute succeeding
thereto.

         Medicare: The health insurance program for the aged and disabled
established by Title XVIII of the Social Security Act (42 USC ss.1395 et seq.)
and any statute succeeding thereto.

         Monthly Deposit Date: As defined in Section 4.6.

         Net Income (or Net Loss): The net income (or net loss, expressed as a
negative number) of a Person for any period, after all taxes actually paid or
accrued and all expenses and other charges determined in accordance with GAAP.

         Officer's Certificate: A certificate of the Lessee signed on behalf of
the Lessee by the Chairman of the Board of Directors, the President, any Vice
President or the Treasurer of the Lessee, or another officer authorized to so
sign by the Board of Directors or By-Laws of the Lessee, or any other Person
whose power and authority to act has been authorized by delegation in writing by
any of the Persons holding the foregoing offices.

         Overdue Rate: A rate of interest per annum equal to the greater of: (i)
a variable rate of interest per annum equal to one hundred twenty percent (120%)
of the Prime Rate, or (ii) eighteen percent (18%) per annum; provided, however,
in no event shall the Overdue Rate be greater than the maximum rate then
permitted under applicable law to be charged by the Lessor.

         PBGC:  Pension Benefit Guaranty Corporation.

         Permits: Collectively, all permits, licenses, approvals,
qualifications, rights, variances, permissive uses, accreditations,
certificates, certifications, consents, agreements, contracts, contract rights,
franchises, interim licenses, permits and other authorizations of every nature
whatsoever required by, or issued under, applicable Legal Requirements
benefitting, relating or affecting the Leased Property or the construction,
development, maintenance, management, use or operation thereof, or the operation
of any programs or services in conjunction with the Leased Property and all
renewals, replacements and substitutions therefor, now or hereafter required or
issued by any Governmental Authority to any member of the Leasing Group, or
maintained or used by any member of the Leasing Group, or entered into by any
member of the Leasing Group with any third Person.

         Permitted Encumbrances: Collectively, those agreements, covenants and
Liens to which this Lease is expressly subject, whether presently existing, as
are listed on EXHIBIT B or were listed on the UCC lien search results delivered
to the Lessor at or prior to the execution and delivery of this Lease (and were
not required to be terminated as a condition of the execution and delivery of
this Lease), or which may hereafter be created in accordance with the terms
hereof.

         Person: Any individual, corporation, general partnership, limited
partnership, joint venture, stock company or association, company, bank, trust,
trust company, land trust, business trust, unincorporated organization,
unincorporated association, Governmental Authority or other entity of any kind
or nature.


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         Plans and Specifications: As defined in Section 13.1.

         Primary Intended Use: The use of the Facility as a skilled nursing
facility with such ancillary uses as are permitted by law and may be necessary
in connection therewith or incidental thereto.

         Prime Rate: The variable rate of interest per annum from time to time
announced by the Reference Bank as its prime rate of interest and in the event
that the Reference Bank no longer announces a prime rate of interest, then the
Prime Rate shall be deemed to be the variable rate of interest per annum which
is the prime rate of interest or base rate of interest from time to time
announced by any other major bank or other financial institution reasonably
selected by the Lessor.

         Principal Place of Business: As defined in Section 10.1.

         Reference Bank: NationsBank, N.A., or its successor.

         Rent: Collectively, the Base Rent, the Additional Charges and all other
sums payable under this Lease and the other Lease Documents.

         Rent Insurance Proceeds: As defined in Section 13.8.

         Resident Agreements: Collectively, all Subleases now or hereafter
executed or entered into by or on behalf of any Person allowing such Person to
reside at the Facility.

         Retainage: As defined in Section 13.1.

         State: The state or commonwealth in which the Leased Property is
located.

         Sublease: Collectively, all subleases, licenses, use agreements,
concession agreements, tenancy at will agreements, room rentals, rentals of
other facilities of the Leased Property and all other occupancy agreements of
every kind and nature, whether oral or in writing, now in existence or
subsequently entered into by the Lessee, encumbering or affecting the Leased
Property.

         Sublessee: Any sublessee, licensee, concessionaire, tenant or other
occupant under any of the Subleases, but excluding any resident of the Facility
under any Resident Agreement.

         Subsidiary or Subsidiaries: With respect to any Person, any corporation
or other entity of which such Person, directly, or indirectly, through another
entity or otherwise, owns, or has the right to control or direct the voting of,
fifty percent (50%) or more of the outstanding capital stock or other ownership
interest having general voting power (under ordinary circumstances).

         Surrounding Property: Any real property that abuts the Leased Property
or any portion thereof.

         Taking: A taking or voluntary conveyance during the Term of the Leased
Property, or any interest therein or right accruing thereto, or use thereof, as
the result of, or in settlement of, any Condemnation or other eminent domain
proceeding affecting the Leased Property whether or not the same shall have
actually been commenced.


                                     - 11 -


<PAGE>


         Tangible Personal Property: All machinery, equipment, furniture,
furnishings, movable walls or partitions, computers or trade fixtures, goods,
inventory, supplies, and other personal property owned or leased (pursuant to
equipment leases) by the Lessee and used in connection with the operation of the
Leased Property.

         Term: Collectively, the Initial Term and each Extended Term which has
become effective pursuant to Section 1.3, as the context may require, unless
earlier terminated pursuant to the provisions hereof.

         Unavoidable Delays: Delays due to strikes, lockouts, inability to
procure materials, power failure, acts of God, governmental restrictions, enemy
action, civil commotion, fire, unavoidable casualty or other causes beyond the
control of the party responsible for performing an obligation hereunder,
provided that lack of funds shall not be deemed a cause beyond the control of
either party hereto.

         United States Treasury Securities: The uninsured treasury securities
issued by the United States Federal Reserve Bank.

         Unsuitable For Its Primary Intended Use: As used anywhere in this
Lease, the term "Unsuitable For Its Primary Intended Use" shall mean that, by
reason of Casualty, or a partial or temporary Taking by Condemnation, in the
good faith judgment of the Lessor, the Facility cannot be operated on a
commercially practicable basis for the Primary Intended Use, taking into
account, among other relevant factors, the number of usable units affected by
such Casualty or partial or temporary Taking.

         Work: As defined in Section 13.1.

         Work Certificates: As defined in Section 13.1.

         2.2 Rules of Construction. The following rules of construction shall
apply to the Lease and each of the other Lease Documents: (a) references to
"herein", "hereof" and "hereunder" shall be deemed to refer to this Lease or the
other applicable Lease Document, and shall not be limited to the particular text
or section or subsection in which such words appear; (b) the use of any gender
shall include all genders and the singular number shall include the plural and
vice versa as the context may require; (c) references to the Lessor's attorneys
shall be deemed to include, without limitation, special counsel and local
counsel for the Lessor; (d) reference to attorneys' fees and expenses shall be
deemed to include all costs for administrative, paralegal and other support
staff; (e) references to Leased Property shall be deemed to include references
to all of the Leased Property and references to any portion thereof; (f)
references to the Lease Obligations shall be deemed to include references to all
of the Lease Obligations and references to any portion thereof; (g) the term
"including", when following any general statement, will not be construed to
limit such statement to the specific items or matters as provided immediately
following the term "including" (whether or not non-limiting language such as
"without limitation" or "but not limited to" or words of similar import are also
used), but rather will be deemed to refer to all of the items or matters that
could reasonably fall within the broadest scope of the general statement; (h)
any requirement that financial statements be Consolidated in form shall apply
only to such financial statements as relate to a period during any portion of
which the relevant Person has one or more Subsidiaries; (i) all accounting terms
not specifically defined in the Lease Documents shall be construed in accordance
with GAAP and (j) all exhibits annexed to any of the Lease Documents as
referenced therein shall be deemed


                                     - 12 -


<PAGE>


incorporated in such Lease Document by such annexation and/or reference.

                                    ARTICLE 3
                                    ---------

                                      RENT
                                      ----

         3.1 Rent for Land, Leased Improvements, Related Rights and Fixtures.
The Lessee shall pay to the Lessor a base rent (the "Base Rent") per annum in
the amount of $1,413,992 ($117,832.67 per month), which amount shall not be less
than one hundred five percent (105%) of the amount of the installments of
principal and interest due pursuant to that certain promissory note in the
original principal amount of $13,000,000, from Lessor to Daiwa Finance Corp.
("Lessor's Lender") dated as of January 1, 1998 (the "Promissory Note") during
the applicable period, but specifically excluding any so-called "balloon
payments" due at maturity (the "Debt Service Rental Payments"). The Debt Service
Rental Payments shall be payable in arrears on the first day of each calendar
month, commencing on the first day of the month after full execution hereof;
provided, however, that in the event that the terms of the Promissory Note or
any related documents requires Debt Service from the Lessor to be paid on any
basis other than monthly in arrears, the Lessee's obligation to make monthly
payments of the Debt Service Rental Payments shall be adjusted accordingly to
coincide with the schedule of payments.

         In the event of any refinancing of the Fee Mortgage now or hereafter
encumbering the Leased Property, which would increase the amount of Lessee's
Debt Service Rental Payment, Lessee shall have the right to terminate this Lease
upon not less than sixty (60) days written notice to Lessor.

         The Lessee will pay to the Lessor, in lawful money of the United States
of America, at the Lessor's address set forth herein or at such other place or
to such other Person as the Lessor from time to time may designate in writing,
the Debt Service Rental Payments.

         The Base Rent due and payable hereunder for any fractional month during
the Term shall be prorated accordingly.

         3.2 Lease Deposit. The Lessee shall pay the Lease Deposit
simultaneously with the execution of this Lease. The Lease Deposit shall be held
in an interest bearing escrow account by an escrow agent acceptable to Lessor
and Lessee, and all income on such escrow account shall accrue to the benefit of
Lessee and be paid to Lessee. In the event that Lessee does not exercise its
option to renew the Lease for any of the Extended Terms, Lessee shall receive a
credit against Base Rent during the remaining months of the initial term or
prior Extended Term, as the case may be, in an amount sufficient to repay the
Lease Deposit to Lessee over the remaining months of the initial or prior
Extended Term of this Lease.

         3.3 Leasing Commitment Fee. The Lessee shall pay to the Lessor the
Leasing Commitment Fee simultaneously with the execution of this Lease.

         3.4 Additional Charges. Subject to the rights to contest as set forth
in Article 15, in addition to the Base Rent, (a) the Lessee will also pay and
discharge as and when due and payable all Impositions, all amounts, liabilities
and obligations under the Appurtenant Agreements due from or payable by the
owner of the Leased Property, all amounts, liabilities and obligations under the
Permitted Encumbrances due from or payable by the owner of the Leased 


                                     - 13 -


<PAGE>


Property and all other amounts, liabilities and obligations which the Lessee
assumes or agrees to pay under this Lease, and (b) in the event of any failure
on the part of the Lessee to pay any of those items referred to in clause (a)
above, the Lessee will also promptly pay and discharge every fine, penalty,
interest and cost which may be added for non-payment or late payment of such
items (the items referred to in clauses (a) and (b) above being referred to
herein collectively as the "Additional Charges"), and the Lessor shall have all
legal, equitable and contractual rights, powers and remedies provided in this
Lease, by statute or otherwise, in the case of non-payment of the Additional
Charges, as well as the Base Rent. To the extent that the Lessee pays any
Additional Charges to the Lessor pursuant to any requirement of this Lease, the
Lessee shall be relieved of its obligation to pay such Additional Charges to any
other Person to which such Additional Charges would otherwise be due.

         3.5 Intentionally Omitted.

         3.6   Net Lease. The Rent shall be paid absolutely net to the Lessor,
so that this Lease shall yield to the Lessor the full amount of the installments
of Base Rent and Additional Charges throughout the Term, without reduction,
abatement or offset, except as expressly provided herein.

         3.7 No Lessee Termination or Offset.

         3.7.1 No Termination. Except as may be otherwise specifically and
expressly provided in this Lease, the Lessee, to the extent not prohibited by
applicable law, shall remain bound by this Lease in accordance with its terms
and shall neither take any action without the consent of the Lessor to modify,
surrender or terminate the same, nor seek nor be entitled to any abatement,
deduction, deferment or reduction of Rent, or set-off against the Rent, nor
shall the respective obligations of the Lessor and the Lessee be otherwise
affected by reason of (a) any Casualty or any Taking of the Leased Property, (b)
the lawful or unlawful prohibition of, or restriction upon, the Lessee's use of
the Leased Property or the interference with such use by any Person (other than
the Lessor, except to the extent permitted hereunder) or by reason of eviction
by paramount title; (c) any claim that the Lessee has or might have against the
Lessor, (d) any default or breach of any warranty by the Lessor under this Lease
or any other Lease Document, (e) any other cause whether similar or dissimilar
to any of the foregoing, other than a discharge of the Lessee from any of the
Lease Obligations as a matter of law.

         3.7.2 Waiver. The Lessee to the fullest extent not prohibited by
applicable law, hereby specifically waives all rights, arising from any
occurrence whatsoever, which may now or hereafter be conferred upon it by law to
(a) modify, surrender or terminate this Lease or quit or surrender the Leased
Property or (b) entitle the Lessee to any abatement, reduction, suspension or
deferment of the Rent or other sums payable by the Lessee hereunder, except as
otherwise specifically and expressly provided in this Lease.

         3.7.3 Independent Covenants. The obligations of the Lessor and the
Lessee hereunder shall be separate and independent covenants and agreements and
the Rent and all other sums payable by the Lessee hereunder shall continue to be
payable in all events unless the obligations to pay the same shall be terminated
pursuant to the express provisions of this Lease or (except in those instances
where the obligation to pay expressly survives the termination of this Lease) by
termination of this Lease other than by reason of an Event of Default.

         3.8 Abatement of Rent Limited. There shall be no abatement of Rent on
account of 


                                     - 14 -


<PAGE>


any Casualty, Taking or other event, except that in the event of a partial
Taking or a temporary Taking as described in Section 14.3, the Base Rent shall
be abated as follows: (a) in the case of such a partial Taking, Base Rent then
due during the Agreement Year in which such Taking occurs shall be reduced to
equal the product of (i) the then current Base Rent multiplied by (ii) the
difference between one minus a fraction the numerator of which is the Award, the
denominator of which is the Fair Market Value of the Leased Property, and (b) in
the case of such a temporary Taking, by reducing the Base Rent for the period of
such a temporary Taking, by the net amount of the Award received by the Lessor.

                                    ARTICLE 4
                                    ---------

                         IMPOSITIONS; TAXES; UTILITIES;
                         ------------------------------
                               INSURANCE PAYMENTS
                               ------------------

         4.1 Payment of Impositions.

         4.1.1 Lessee To Pay. Subject to the provisions of Section 4.1.2 and
Article 15, the Lessee will pay or cause to be paid all Impositions before any
fine, penalty, interest or cost may be added for non-payment, such payments to
be made directly to the taxing authority where feasible, and the Lessee will
promptly furnish the Lessor copies of official receipts or other satisfactory
proof evidencing payment not later than the last day on which the same may be
paid without penalty or interest.

         4.1.2 Installment Elections. If any such Imposition may, at the option
of the taxpayer, lawfully be paid in installments (whether or not interest shall
accrue on the unpaid balance of such Imposition), the Lessee may exercise the
option to pay the same (and any accrued interest on the unpaid balance of such
Imposition) in installments and, in such event, shall pay such installments
during the Term hereof (subject to the Lessee's right to contest pursuant to the
provisions of Section 4.1.5 below) as the same respectively become due and
before any fine, penalty, premium, further interest or cost may be added
thereto.

         4.1.3 Returns and Reports. The Lessor, at its expense, shall, to the
extent permitted by applicable law, prepare and file all tax returns and reports
as may be required by Governmental Authorities in respect of the Lessor's net
income, gross receipts, franchise taxes and taxes on its capital stock, and the
Lessee, at its expense, shall, to the extent permitted by applicable laws and
regulations, prepare and file all other tax returns and reports in respect of
any Imposition as may be required by Governmental Authorities. The Lessor and
the Lessee shall, upon request of the other, provide such data as is maintained
by the party to whom the request is made with respect to the Leased Property as
may be necessary to prepare any required returns and reports. In the event that
any Governmental Authority classifies any property covered by this Lease as
personal property, the Lessee shall file all personal property tax returns in
such jurisdictions where it may legally so file. The Lessor, to the extent it
possesses the same, and the Lessee, to the extent it possesses the same, will
provide the other party, upon request, with cost and depreciation records
necessary for filing returns for any portion of Leased Property so classified as
personal property. Where the Lessor is legally required to file personal
property tax returns, if the Lessee notifies the Lessor of the obligation to do
so in each year at least thirty (30) days prior to the date any protest must be
filed, the Lessee will be provided with copies of assessment notices so as to
enable the Lessee to file a protest.

         4.1.4 Refunds. If no Lease Default shall have occurred and be
continuing, any refund 


                                     - 15 -


<PAGE>


due from any taxing authority in respect of any Imposition paid by the Lessee
shall be paid over to or retained by the Lessee. If a Lease Default shall have
occurred and be continuing, at the Lessor's option, such funds shall be paid
over to the Lessor and/or retained by the Lessor and applied toward the Lease
Obligations in accordance with the Lease Documents.

         4.1.5 Protest. Upon giving notice to the Lessor, at the Lessee's option
and sole cost and expense, and subject to compliance with the provisions of
Article 15, the Lessee may contest, protest, appeal, or institute such other
proceedings as the Lessee may deem appropriate to effect a reduction of any
Imposition and the Lessor, at the Lessee's cost and expense as aforesaid, shall
fully cooperate in a reasonable manner with the Lessee in connection with such
protest, appeal or other action.

         4.2 Notice of Impositions. The Lessor shall give prompt notice to the
Lessee of all Impositions payable by the Lessee hereunder of which the Lessor at
any time has knowledge, but the Lessor's failure to give any such notice shall
in no way diminish the Lessee's obligations hereunder to pay such Impositions.

         4.3 Adjustment of Impositions. Impositions imposed in respect of the
period during which the expiration or earlier termination of the Term occurs
shall be adjusted and prorated between the Lessor and the Lessee, whether or not
such Impositions are imposed before or after such expiration or termination, and
the Lessee's obligation to pay its prorated share thereof shall survive such
expiration or termination.

         4.4 Utility Charges. The Lessee will pay or cause to be paid all
charges for electricity, power, gas, oil, water, telephone and other utilities
used in the Leased Property during the Term and thereafter until the Lessee
surrenders the Leased Property in the manner required by this Lease.

         4.5 Insurance Premiums. The Lessee will pay or cause to be paid all
premiums for the insurance coverage required to be maintained pursuant to
Article 12 during the Term, and thereafter until the Lessee yields up the Leased
Property in the manner required by this Lease. All such premiums shall be paid
annually in advance and the Lessee shall furnish the Lessor with evidence
satisfactory to the Lessor that all such premiums have been so paid prior to the
commencement of the Term and thereafter at least thirty (30) days prior to the
due date of each premium which thereafter becomes due. Notwithstanding the
foregoing, the Lessee may pay such insurance premiums to the insurer in monthly
installments so long as the applicable insurer is contractually obligated to
give the Lessor not less than a thirty (30) days notice of non-payment and so
long as no Lease Default has occurred and is continuing. In the event of the
failure of the Lessee either to comply with the insurance requirements in
Article 12, or to pay the premiums for such insurance, or to deliver such
policies or certificates thereof to the Lessor at the times required hereunder,
the Lessor shall be entitled, but shall have no obligation, to effect such
insurance and pay the premiums therefor, which premiums shall be a demand
obligation of the Lessee to the Lessor.

         4.6 Intentionally Omitted.


                                     - 16 -

<PAGE>


                                    ARTICLE 5
                                    ---------

               OWNERSHIP OF LEASED PROPERTY AND PERSONAL PROPERTY;
               ---------------------------------------------------
                    INSTALLATION, REMOVAL AND REPLACEMENT OF
                    ----------------------------------------
                                PERSONAL PROPERTY
                                -----------------

         5.1 Ownership of the Leased Property. The Lessee acknowledges that the
Leased Property is the property of the Lessor and that the Lessee has only the
right to the exclusive possession and use of the Leased Property upon the terms
and conditions of this Lease.

         5.2 Personal Property; Removal and Replacement of Personal Property.

         5.2.1 Lessee To Equip Facility. The Lessee, at its sole cost and
expense, shall install, affix or assemble or place on the Leased Property,
sufficient items of Tangible Personal Property, to enable the Leased Property to
be operated, in accordance with the requirements of this Lease for the Primary
Intended Use, and such Tangible Personal Property and replacements thereof,
shall be at all times the property of the Lessee.

         5.2.2 Sufficient Personal Property. The Lessee shall maintain, during
the entire Term, the Tangible Personal Property in good order and repair and
shall provide at its expense all necessary replacements thereof, as may be
necessary in order to operate the Leased Property in compliance with all
applicable Legal Requirements and Insurance Requirements and otherwise in
accordance with customary practice in the industry for the Primary Intended Use.
In addition, the Lessee shall (a) furnish all necessary replacements of obsolete
items of the Tangible Personal Property during the Term, unless the Lessee
provides the Lessor with an explanation (reasonably acceptable to the Lessor) as
to why such Tangible Personal Property is no longer required in connection with
the operation of the Leased Property and (b) at least once a year, and more
frequently if requested by the Lessor, deliver to the Lessor, a detailed
inventory of all such Tangible Personal Property.


                                    ARTICLE 6
                                    ---------

                              ENVIRONMENTAL MATTERS
                              ---------------------

         6.1 Maintenance of Leased Property. The Lessee covenants that, as long
as this Lease shall remain in force and effect, the Lessee:

               (a) shall generate, store, transport, utilize, dispose of,
         manage, release or locate, any Hazardous Substances on, under or from
         the Leased Property in compliance with all applicable Environmental
         Laws and may permit the generation, storage, transportation,
         utilization, disposal, management, release or threat of release, or
         location of any Hazardous Substances on, under or from the Leased
         Property, but only in compliance with all applicable Environmental
         Laws; and

               (b) shall not permit any Lien arising under or related to any of
         the Environmental Laws to attach to the Leased Property and remain
         undischarged or not adequately bonded to the reasonable satisfaction of
         the Lessor for more than sixty (60) days.

         In addition to all other covenants contained herein, the Lessee agrees
that the Leased Property shall be maintained in compliance with the
Environmental Laws.

         6.2 Notice of Environmental Conditions. The Lessee shall provide the
Lessor with


                                     - 17 -


<PAGE>


immediate written notice: (a) upon the Lessee becoming aware of (i) the presence
of, any release or any threat of release of any Hazardous Substances on, under
or from the Leased Property (whether or not caused by the Lessee) that is not in
compliance with any Environmental Law and (ii) any Environmental Enforcement
Action instituted or threatened and (b) upon receipt by the Lessee of any notice
relating to the Leased Property or any Hazardous Substance allegedly originating
on, under or from the Leased Property, from any Governmental Authority pursuant
to any of the Environmental Laws.

         6.3 The Lessee's Agreement To Take Remedial Actions. Upon the Lessee
becoming aware of the presence of, any release, or any threat of release of any
Hazardous Substances on, under or from the Leased Property caused by the Lessee,
its officers, agents, employees, Sublessees, licensees, concessionaires and/or
invitees or any other occupant of the Leased Property during the term of this
Lease, the Lessee shall immediately take all such actions to arrange for the
assessment, monitoring, clean-up, containment, removal, remediation or
restoration of the Leased Property as are required pursuant to any of the
Environmental Laws or by any Governmental Authority.

         Upon the Lessee becoming aware of the presence of, any release, or any
threat of release of any Hazardous Substances on any Surrounding Property, but
only to the extent that the presence of any Hazardous Substances on the
Surrounding Property originated on, under or from the Leased Property and such
release or threat of release violates any Environmental Law and was caused by
the Lessee, its officers, agents, employees, Sublessees, licensees,
concessionaires and/or invitees or any other occupant of the Leased Property
during the term of this Lease, the Lessee shall immediately take all such
actions to arrange for the assessment, monitoring, clean-up, containment,
removal, remediation or restoration of the Surrounding Property, as are required
pursuant to any of the Environmental Laws or by any Governmental Authority.

         6.4 The Lessor's Rights to Inspect The Leased Property and Take
Remedial Actions. So long as this Lease shall remain in force and effect, the
Lessor shall have the right, but not the obligation, to enter upon the Leased
Property, to expend funds to:

               (a) cause one or more environmental assessments of the Leased
         Property to be undertaken. Such environmental assessments may include,
         without limitation, (i) detailed visual inspections of the Leased
         Property, including, without limitation, all storage areas, storage
         tanks, drains, dry wells and leaching areas, (ii) the taking of soil
         and surface water samples, (iii) the performance of soil and ground
         water analyses and (iv) the performance of such other investigations or
         analyses as are necessary or appropriate and consistent with sound
         professional environmental engineering practice in order for the Lessor
         to obtain a complete assessment of the compliance of the Leased
         Property and the use thereof with all Environmental Laws and to make a
         determination as to whether there is any risk of contamination (x) to
         the Leased Property resulting from Hazardous Substances originating on,
         under or from any Surrounding Property or (y) to any Surrounding
         Property resulting from Hazardous Substances originating on, under or
         from the Leased Property;

               (b) cure any breach of the conditions and covenants contained in
         this Article 6;

               (c) take any actions as are necessary to (i) prevent the
         migration of Hazardous Substances on, under or from the Leased Property
         to any other property, (ii) clean-up, 


                                     - 18 -


<PAGE>


         contain, remediate or remove any Hazardous Substances on, under or
         from any other property, which Hazardous Substances originated on,
         under or from the Leased Property or (iii) prevent the migration of
         any Hazardous Substances on, under or from any other property to the
         Leased Property;

               (d) comply with, settle or otherwise satisfy any Environmental
         Enforcement Action (including, without limitation, the payment of any
         fines or penalties imposed by any Governmental Authority); and

               (e) correct or abate any environmental condition on or under the
         Leased Property which could cause degradation, damage or injury to the
         Leased Property, any Surrounding Property or any Person.

         Any amounts paid or advanced by the Lessor and all costs and expenses
incurred in connection with any action taken pursuant to the terms of this
Article 6 (including, without limitation, environmental consultants' and
experts' fees and expenses, reasonable attorneys' fees and expenses, court costs
and all costs of assessment, monitoring, clean-up, containment, remediation,
removal and restoration), shall be a demand obligation of the Lessee to the
Lessor, but only to the extent that such amounts paid or advanced and cost and
expenses incurred arose out of and/or relate to the presence of, any release, or
any threat of release of any Hazardous Substances on, under or from the Leased
Property caused by the Lessee, its officers, agents, employees, Sublessees,
licensees, concessionaires and/or invitees or any other occupant of the Leased
Property during the term of this Lease, and if such sums are not paid within ten
(10) days after demand, such sums shall thereafter (to the extent permitted by
applicable law) bear interest at the Overdue Rate until the date of payment.

         The Lessor, by making any such payment or incurring any such costs,
shall be subrogated to all rights of the Lessee or any other occupant of the
Leased Property to seek reimbursement from any Person, including, without
limitation, any prior owner or operator of the Leased Property, who may be a
"responsible party" under any of the Environmental Laws, in connection with the
presence of Hazardous Substances on, under or from the Leased Property.

         Any partial exercise by the Lessor of any of the rights and remedies
set forth in this Article 6, including, without limitation, any partial
undertaking on the part of the Lessor to cure any failure by the Lessee or the
Leased Property (or any other occupant) to comply with any of the Environmental
Laws, shall not obligate the Lessor to complete such actions taken or require
the Lessor to expend further sums to cure such non-compliance.

         6.5 Environmental Indemnification. Without limiting any of the other
indemnity provisions set forth in this Lease, the Lessee shall and hereby agrees
to indemnify, exonerate, defend (with counsel acceptable to the Lessor) and hold
the Lessor harmless from and against any claim, liability, loss, cost, damage or
expense (including, without limitation, environmental consultants' and experts'
fees and expenses, reasonable attorneys' fees and expenses, court costs and all
costs of assessment, monitoring, clean-up, containment, removal, remediation and
restoration) arising out of or in connection with (a) any breach of any of the
conditions and covenants hereunder, (b) the Lessor's exercise of any of its
rights and remedies hereunder or (c) the enforcement of the aforesaid
indemnification agreement; excluding, however, any matters resulting from the
Lessor's gross negligence or willful misconduct. Notwithstanding the foregoing,
the Lessor shall have the option of conducting its defense with counsel of the
Lessor's choice, but at the expense of the Lessee as aforesaid.


                                     - 19 -


<PAGE>


         The matters covered by the foregoing indemnity with respect to any
property other than the Leased Property shall not include any costs incurred as
a result of the clean-up, containment, remediation or removal of Hazardous
Substances on, under or from such other property or the restoration thereof if
such Hazardous Substances did not originate on, under or from the Leased
Property. The Lessee acknowledges and agrees that its obligations pursuant to
the provisions hereof are in addition to any and all other legal liabilities and
responsibilities (at law or in equity) that the Lessee may otherwise have as an
"owner" or "operator" of the Leased Property or a "responsible party" within the
meaning of any of the Environmental Laws, as the case may be.

         6.6 Survival. The Lessee's liability for a breach of the provisions of
this Article shall survive any termination of this Lease.


                                    ARTICLE 7
                                    ---------

                      CONDITION AND USE OF LEASED PROPERTY;
                      -------------------------------------
                              MANAGEMENT AGREEMENTS
                              ---------------------

         7.1 Condition of the Leased Property. The Lessee acknowledges receipt
and delivery of possession of the Leased Property and that the Lessee has
examined and otherwise has acquired knowledge of the condition of the Leased
Property prior to the execution and delivery of this Lease and has found the
same to be in good order and repair and satisfactory for its purposes hereunder.
The Lessee is leasing the Leased Property "AS-IS" in its present condition. The
Lessee waives any claim or action against the Lessor in respect of the condition
of the Leased Property. THE LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS
OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY, EITHER AS TO ITS FITNESS FOR
ANY PARTICULAR PURPOSE OR USE, ITS DESIGN OR CONDITION OR OTHERWISE, OR AS TO
DEFECTS IN THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT;
IT BEING AGREED THAT ALL RISKS RELATING TO THE DESIGN, CONDITION AND/OR USE OF
THE LEASED PROPERTY ARE TO BE BORNE BY THE LESSEE. THE LESSEE HEREBY ASSUMES ALL
RISK OF THE PHYSICAL CONDITION OF THE LEASED PROPERTY, THE SUITABILITY OF THE
LEASED PROPERTY FOR THE LESSEE'S PURPOSES, AND THE COMPLIANCE OR NON-COMPLIANCE
OF THE LEASED PROPERTY WITH ALL APPLICABLE REQUIREMENTS OF LAW, INCLUDING BUT
NOT LIMITED TO ENVIRONMENTAL LAWS AND ZONING OR LAND USE LAWS.

         7.2 Use of the Leased Property; Compliance; Management.

         7.2.1 Obligation to Operate. The Lessee shall continuously operate the
Leased Property in accordance with the Primary Intended Use and maintain its
qualifications for licensure and accreditation as required by all applicable
Legal Requirements and Insurance Requirements.

         7.2.2 Permitted Uses. During the entire Term, the Lessee shall use the
Leased Property, or permit the Leased Property to be used, only for the Primary
Intended Use. The Lessee shall not use the Leased Property or permit the Leased
Property to be used for any other use without the prior written consent of the
Lessor, which consent may be withheld in the Lessor's sole and absolute
discretion.


                                     - 20 -


<PAGE>


         7.2.3 Compliance With Insurance Requirements. No use shall be made or
permitted to be made of the Leased Property and no acts shall be done which will
cause the cancellation of any insurance policy covering the Leased Property, nor
shall the Lessee, any Manager or any other Person sell or otherwise provide to
any patients, residents, other occupants or invitees therein, or permit to be
kept, used or sold in or about the Leased Property, any article which may be
prohibited by any Legal Requirement or by any of the Insurance Requirements.
Furthermore, the Lessee shall, at its sole cost and expense, take whatever other
actions that may be necessary to comply with and to insure that the Leased
Property complies with all Insurance Requirements.

         7.2.4 No Waste. The Lessee shall not commit or suffer to be committed
any waste on, in or under the Leased Property, nor shall the Lessee cause or
permit any nuisance thereon.

         7.2.5 No Impairment. The Lessee shall neither suffer nor permit the
Leased Property to be used in such a manner as (a) might reasonably tend to
impair the Lessor's title thereto or (b) may reasonably make possible a claim or
claims of adverse usage or adverse possession by the public or of implied
dedication of the Leased Property.

         7.2.6 No Liens. In no event shall the Lessee cause, permit or suffer
any Lien to exist with respect to the Leased Property other than as set forth in
Section 11.5.2.

         7.3 Compliance with Legal Requirements. The Lessee covenants and agrees
that the Leased Property shall not be used for any unlawful purpose and that the
Lessee, at its sole cost and expense, will promptly (a) comply with, and shall
cause every other member of the Leasing Group to comply with, all Legal
Requirements relating to the use, operation, maintenance, repair and restoration
of the Leased Property, whether or not compliance therewith shall require
structural change in any of the Leased Property or interfere with the use and
enjoyment of the Leased Property and (b) procure, maintain and comply with (in
all material respects), and shall cause every other member of the Leasing Group
to procure, maintain and comply with (in all material respects), all Contracts
and Permits necessary or desirable in order to operate the Leased Property for
the Primary Intended Use, and for compliance with all of the terms and
conditions of this Lease. Unless a Lease Default has occurred or any event has
occurred which, with the passage of time and/or the giving of notice would
constitute a Lease Default, the Lessee may, upon prior written notice to the
Lessor, contest any Legal Requirement to the extent permitted by, and in
accordance with, Article 15. Said compliance shall specifically include, without
limitation, the obligation to cure any violation of open space requirements and
comply with the conditions of any variance granted in connection therewith upon
the issuance of any notice of violation by The Town of Ridgefield.

         7.4 Management Agreements. From and after the Commencement Date, the
Lessee shall not enter into any Management Agreement other than the Current
Management Agreement without the prior written approval of the Lessor, in each
instance, which approval shall not be unreasonably withheld, provided, however,
that the Lessee may enter into a Management Agreement with an Affiliate of the
Lessee without the approval of the Lessor. The Lessee shall not, without the
prior written approval of the Lessor, in each instance, which approval shall not
be unreasonably withheld, agree to or allow: (a) any change in the Manager or
change in the ownership or control of the Manager, (b) the termination of any
Management Agreement (other than in connection with the exercise by the Lessee
of any of its remedies under the Management Agreement as a result of any default
by the Manager thereunder), (c) any assignment by the Manager of its interest
under the Management Agreement (except to an Affiliate of the Lessee) 


                                     - 21 -


<PAGE>


or (d) any material amendment of the Management Agreement. In addition, the
Lessee shall, at its sole cost and expense, promptly and fully perform or cause
to be performed every covenant, condition, promise and obligation of the
licensed operator of the Leased Property under any Management Agreement.

         Each Management Agreement shall provide that the Lessor shall be
provided notice of any defaults thereunder and, at the Lessor's option, an
opportunity to cure such default. The Lessee shall furnish to the Lessor, within
three (3) days after receipt thereof, or after the mailing or service thereof by
the Lessee, as the case may be, a copy of each notice of default which the
Lessee shall give to, or receive from any Person, based upon the occurrence, or
alleged occurrence, of any default in the performance of any covenant,
condition, promise or obligation under any Management Agreement.

         Whenever and as often as the Lessee shall fail to perform, promptly and
fully, at its sole cost and expense, any covenant, condition, promise or
obligation on the part of the licensed operator of the Leased Property under and
pursuant to any Management Agreement, the Lessor, or a lawfully appointed
receiver of the Leased Property, may, at their respective options (and without
any obligation to do so), after three (3) days' prior notice to the Lessee
(except in the case of an emergency in which event no notice shall be required)
enter upon the Leased Property and perform, or cause to be performed, such work,
labor, services, acts or things, and take such other steps and do such other
acts as they may deem advisable, to cure such defaulted covenant, condition,
promise or obligation, and any amount so paid or advanced by the Lessor or such
receiver and all costs and expenses reasonably incurred in connection therewith
(including, without limitation, attorneys' fees and expenses and court costs),
shall be a demand obligation of the Lessee to the Lessor or such receiver, and,
the Lessor shall have the same rights and remedies for failure to pay such costs
on demand as for the Lessee's failure to pay any other sums due hereunder.


                                    ARTICLE 8
                                    ---------

                              REPAIRS; RESTRICTIONS
                              ---------------------

         8.1 Maintenance and Repair.

         8.1.1 Lessee's Responsibility. The Lessee, at its sole cost and
expense, shall keep the Leased Property and all private roadways, sidewalks and
curbs appurtenant thereto which are under the Lessee's control in good order and
repair (whether or not the need for such repairs occurs as a result of the
Lessee's use, any prior use, the elements or the age of the Leased Property or
such private roadways, sidewalks and curbs or any other cause whatsoever) and,
subject to Articles 9, 13 and 14, the Lessee shall promptly, with the exercise
of all reasonable efforts, undertake and diligently complete all necessary and
appropriate repairs, replacements, renovations, restorations, alterations and
modifications thereof of every kind and nature, whether interior or exterior,
structural or non-structural, ordinary or extraordinary, foreseen or unforeseen
or arising by reason of a condition (concealed or otherwise) existing prior to
the commencement of, or during, the Term and thereafter until the Lessee
surrenders the Leased Property in the manner required by this Lease. In
addition, the Lessee, at its sole cost and expense, shall make all repairs,
modifications, replacements, renovations and alterations of the Leased Property
(and such private roadways, sidewalks and curbs) that are necessary to comply
with all applicable Legal Requirements and Insurance Requirements so that the
Leased Property can be legally 


                                     - 22 -


<PAGE>


operated for the Primary Intended Use. All repairs, replacements, renovations,
alterations, and modifications required by the terms of this Section 8.1 shall
be (a) performed in a good and workmanlike manner in compliance with all Legal
Requirements, Insurance Requirements and the requirements of Article 9 hereof,
using new materials well suited for their intended purpose and (b) consistent
with the operation of the Leased Property in a first class manner. The Lessee
will not take or omit to take any action the taking or omission of which might
materially impair the value or the usefulness of the Leased Property for the
Primary Intended Use. To the extent that any of the repairs, replacements,
renovations, alterations or modifications required by the terms of this Section
8.1 constitute Material Structural Work, the Lessee shall obtain the Lessor's
prior written approval (which approval shall not be unreasonably withheld) of
the specific repairs, replacements, renovations, alterations and modifications
to be performed by or on behalf of the Lessee in connection with such Material
Structural Work. Notwithstanding the foregoing, in the event of a bona fide
emergency during which the Lessee is unable to contact the appropriate
representatives of the Lessor, the Lessee may commence such Material Structural
Work as may be necessary in order to address such emergency without the Lessor's
prior approval, provided, however, that the Lessee shall immediately thereafter
advise the Lessor of such emergency and the nature and scope of the Material
Structural Work commenced and shall obtain the Lessor's approval of the
remaining Material Structural Work to be completed.

         8.1.2 No Lessor Obligation. The Lessor shall not, under any
circumstances, be required to build or rebuild any improvements on the Leased
Property (or any private roadways, sidewalks or curbs appurtenant thereto), or
to make any repairs, replacements, renovations, alterations, restorations,
modifications, or renewals of any nature or description to the Leased Property
(or any private roadways, sidewalks or curbs appurtenant thereto), whether
ordinary or extraordinary, structural or non-structural, foreseen or unforeseen,
or to make any expenditure whatsoever with respect thereto in connection with
this Lease, or to maintain the Leased Property (or any private roadways,
sidewalks or curbs appurtenant thereto) in any way.

         8.1.3 Lessee May Not Obligate Lessor. Nothing contained herein nor any
action or inaction by the Lessor shall be construed as (a) constituting the
consent or request of the Lessor, express or implied, to any contractor,
subcontractor, laborer, materialman or vendor to or for the performance of any
labor or services for any construction, alteration, addition, repair or
demolition of or to the Leased Property or (b) giving the Lessee any right,
power or permission to contract for or permit the performance of any labor or
services or the furnishing of any materials or other property in such fashion as
would permit the making of any claim against the Lessor for the payment thereof
or to make any agreement that may create, or in any way be the basis for, any
right, title or interest in, or Lien or claim against, the estate of the Lessor
in the Leased Property. Without limiting the generality of the foregoing, the
right title and interest of the Lessor in and to the Leased Property shall not
be subject to liens or encumbrances for the performance of any labor or services
or the furnishing of any materials or other property furnished to the Leased
Property at or by the request of the Lessee or any other Person other than the
Lessor. The Lessee shall notify any contractor, subcontractor, laborer,
materialman or vendor providing any labor, services or materials to the Leased
Property of this provision.

         8.2 Encroachments; Title Restrictions. If any of the Leased
Improvements shall, at any time, encroach upon any property, street or
right-of-way adjacent to the Leased Property, or shall violate the agreements or
conditions contained in any lawful restrictive covenant or other Lien now or
hereafter affecting the Leased Property, or shall impair the rights of others
under any easement, right-of-way or other Lien to which the Leased Property is
now or hereafter subject, then promptly upon the request of the Lessor, the
Lessee shall, at its sole cost and expense, 


                                     - 23 -


<PAGE>


subject to the Lessee's right to contest the existence of any encroachment,
violation or impairment as set forth in Article 15, (a) obtain valid and
effective waivers or settlements of all claims, liabilities and damages
resulting from each such encroachment, violation or impairment or (b) make such
alterations to the Leased Improvements, and take such other actions, as the
Lessee in the good faith exercise of its judgment deems reasonably practicable,
to remove such encroachment, or to end such violation or impairment, including,
if necessary, the alteration of any of the Leased Improvements. Notwithstanding
the foregoing, the Lessee shall, in any event, take all such actions as may be
reasonably necessary in order to be able to continue the operation of the Leased
Improvements for the Primary Intended Use substantially in the manner and to the
extent that the Leased Improvements were operated prior to the assertion of such
encroachment, violation or impairment and nothing contained herein shall limit
the Lessee's obligations to operate the Leased Property in accordance with its
Primary Intended Use. Any such alteration made pursuant to the terms of this
Section 8.2 shall be completed in conformity with the applicable requirements of
Section 8.1 and Article 9. The Lessee's obligations under this Section 8.2 shall
be in addition to and shall in no way discharge or diminish any obligation of
any insurer under any policy of title or other insurance.


                                    ARTICLE 9
                                    ---------

                          MATERIAL STRUCTURAL WORK AND
                          ----------------------------
                                CAPITAL ADDITIONS
                                -----------------

         9.1 Lessor's Approval. Without the prior written consent of the Lessor,
which consent may be withheld by the Lessor, in its sole and absolute
discretion, the Lessee shall make no Capital Addition or Material Structural
Work to the Leased Property (including, without limitation, any change in the
size or unit capacity of the Facility), except as may be otherwise expressly
required pursuant to Article 8.

         9.2 General Provisions as to Capital Additions and Certain Material
Structural Work. As to any Capital Addition or Material Structural Work (other
than such Material Structural Work that is required to be performed pursuant to
the terms of Section 8.1) for which the Lessor has granted its prior written
approval, the following terms and conditions shall apply unless otherwise
expressly set forth in the Lessor's written approval.

         9.2.1 No Liens. The Lessee shall not be permitted to create any Lien on
the Leased Property in connection with any Capital Addition or Material
Structural Work.

         9.2.2 Lessee's Proposal Regarding Capital Additions and Material
Structural Work. If the Lessee desires to undertake any Capital Addition or
Material Structural Work, the Lessee shall submit to the Lessor in writing a
proposal setting forth in reasonable detail any proposed Capital Addition or
Material Structural Work and shall provide to the Lessor copies of, or
information regarding, the applicable plans and specifications, Permits,
Contracts and any other materials concerning the proposed Capital Addition or
Material Structural Work, as the case may be, as the Lessor may reasonably
request. Without limiting the generality of the foregoing, each such proposal
pertaining to any Capital Addition shall indicate the approximate projected cost
of constructing such Capital Addition, the use or uses to which it will be put
and a good faith estimate of the change, if any, in the Gross Revenues that the
Lessee anticipates will result from the construction of such Capital Addition.


                                     - 24 -


<PAGE>


         9.2.3 Lessor's Options Regarding Capital Additions and Material
Structural Work. The Lessor shall have the options of: (a) denying permission
for the construction of the applicable Capital Addition or Material Structural
Work, (b) offering to finance the construction of the Capital Addition or
Material Structural Work pursuant to Section 9.3, (c) allowing the Lessee to pay
for or separately finance the construction of the Capital Addition or Material
Structural Work, subject to compliance with the terms and conditions of Section
9.2.1, Section 9.4, Section 13.1, all Legal Requirements and all other
requirements of this Lease and to such other terms and conditions as the Lessor
may in its discretion impose or (d) any combination of the foregoing. Unless the
Lessor notifies the Lessee in writing of a contrary election within forty-five
(45) days of the Lessee's request, the Lessor shall be deemed to have denied the
request for the Capital Addition or Material Structural Work.

         9.2.4 Lessor May Elect to Finance Capital Additions or Material
Structural Work. If the Lessor elects to offer financing for the proposed
Capital Addition or Material Structural Work, the provisions of Section 9.3
shall apply.

         9.3 Capital Additions and Material Structural Work Financed by Lessor.

         9.3.1 Lessee's Financing Request. The Lessee may request that the
Lessor provide or arrange financing for a Capital Addition or Material
Structural Work by providing to the Lessor such information about the Capital
Addition or Material Structural Work as the Lessor may reasonably request,
including, without limitation, all information referred to in Section 9.2 above.
The Lessee understands, however, that the Lessor shall be under no obligation to
agree to such request. Nevertheless, the Lessor shall use reasonable efforts to
notify the Lessee, within forty-five (45) days of receipt of such information,
as to whether the Lessor will finance the proposed Capital Addition or Material
Structural Work and, if so, the terms and conditions upon which it would do so,
including the terms of any amendment to this Lease (including, without
limitation, an increase in Base Rent based on the Lessor's then existing terms
and prevailing conditions to compensate the Lessor for the additional funds
advanced by it). The Lessee may withdraw its request by notice to the Lessor at
any time before such time as the Lessee accepts the Lessor's terms and
conditions. All advances of funds for any such financing shall be made in
accordance with the Lessor's then standard construction loan requirements and
procedures, which may include, without limitation, the requirements and
procedures applicable to Work under Section 13.1.

         9.3.2 Lessor's General Requirements. If the Lessor agrees to finance
the proposed Capital Addition or Material Structural Work and the Lessee accepts
the Lessor's proposal therefor, in addition to all other items which the Lessor
or any applicable Financing Party may reasonably require, the Lessee shall
provide to the Lessor the following:

         (a) prior to any advance of funds, (i) any information, opinions,
certificates, Permits or documents reasonably requested by the Lessor or any
applicable Financing Party which are necessary to confirm that the Lessee will
be able to use the Capital Addition upon the completion thereof or the
applicable portion of the Facility upon the completion of the Material
Structural Work in accordance with the Primary Intended Use and (ii) evidence
satisfactory to the Lessor and any applicable Financing Party that all Permits
required for the construction and use of the Capital Addition or the applicable
portion of the Facility have been obtained, are in full force and effect and are
not subject to appeal, except only for those Permits which cannot in the normal
course be obtained prior to commencement or completion of the construction;
provided, that the Lessor and any applicable Financing Party are furnished with
reasonable evidence that the same 


                                     - 25 -


<PAGE>


will be available in the normal course of business without unusual condition;

         (b) prior to any advance of funds, an Officer's Certificate and, if
requested, a certificate from the Lessee's architect, setting forth in
reasonable detail the projected (or actual, if available) Capital Addition Cost
or the cost of the Material Structural Work;

         (c) bills of sale, instruments of transfer and other documents required
by the Lessor so as to vest title to the Capital Addition or the applicable
Material Structural Work in the Lessor free and clear of all Liens, and
amendments to this Lease and any recorded notice or memorandum thereof, duly
executed and acknowledged, in form and substance reasonably satisfactory to the
Lessor, providing for any changes required by the Lessor including, without
limitation, changes in the Base Rent and the legal description of the Land;

         (d) upon payment therefor, a deed conveying to the Lessor title to any
land acquired for the purpose of constructing the Capital Addition or the
applicable Material Structural Work ("Additional Land") free and clear of any
Liens except those approved by the Lessor;

         (e) upon completion of the Capital Addition or the Material Structural
Work, a final as-built survey thereof reasonably satisfactory to the Lessor, if
required by the Lessor;

         (f) during and following the advance of funds and the completion of the
Capital Addition or the Material Structural Work, endorsements to any
outstanding policy of title insurance covering the Leased Property satisfactory
in form and substance to the Lessor and any Financing Party (i) updating the
same without any additional exception except as may be reasonably permitted by
the Lessor, (ii) if applicable, including the Additional Land in the premises
covered by such title insurance policy and (iii) increasing the coverage thereof
by an amount equal to any amount paid by the Lessor for the Additional Land plus
the Fair Market Value of the Capital Addition or the Fair Market Value of the
Material Structural Work (except to the extent covered by the owner's policy of
title insurance referred to in subparagraph (g) below);

         (g) simultaneous with the initial advance of funds, if appropriate, (i)
an owner's policy of title insurance insuring fee simple title to any Additional
Land conveyed to the Lessor pursuant to subparagraph (d) free and clear of all
Liens except those approved by the Lessor and (ii) a lender's policy of title
insurance reasonably satisfactory in form and substance to any applicable
Financing Party;

         (h) following the completion of the Capital Addition or the Material
Structural Work, if reasonably deemed necessary by the Lessor, an appraisal of
the Leased Property by an M.A.I. appraiser acceptable to the Lessor, which
states that the Fair Market Value of the Leased Property upon completion of the
Capital Addition or the Material Structural Work exceeds the Fair Market Value
of the Leased Property prior to the commencement of the construction of such
Capital Addition or Material Structural Work by an amount not less than one
hundred twenty-five percent (125%) of the Capital Addition Cost or the cost of
the Material Structural Work; and

         (i) during or following the advancement of funds, prints of
architectural and engineering drawings relating to the Capital Addition or the
Material Structural Work and such other materials, including, without
limitation, endorsements to the title insurance policies (insuring the Lessor
and any applicable Financing Party with respect to the Leased Property)
contemplated by subsection (f) above, opinions of counsel, appraisals, surveys,
certified copies 


                                     - 26 -


<PAGE>


of duly adopted resolutions of the board of directors of the Lessee authorizing
the execution and delivery of the lease amendment and any other documents and
instruments as may be reasonably required by the Lessor and any applicable
Financing Party.

         9.3.3 Payment of Costs. By virtue of making a request to finance a
Capital Addition or any Material Structural Work, whether or not such financing
is actually consummated, the Lessee shall be deemed to have agreed to pay, upon
demand, all costs and expenses reasonably incurred by the Lessor and any Person
participating with the Lessor in any way in the financing of the Capital
Addition or Material Structural Work, including, but not limited to (a) fees and
expenses of their respective attorneys, (b) all photocopying expenses, if any,
(c) the amount of any filing, registration and recording taxes and fees, (d)
documentary stamp taxes and intangible taxes and (e) title insurance charges and
appraisal fees.

         9.4 General Limitations. Without in any way limiting the Lessor's
options with respect to proposed Capital Additions or Material Structural Work:
(a) no Capital Addition or Material Structural Work shall be completed that
could, upon completion, significantly alter the character or purpose or detract
from the value or operating efficiency of the Leased Property, or significantly
impair the revenue-producing capability of the Leased Property, or adversely
affect the ability of the Lessee to comply with the terms of this Lease, (b) no
Capital Addition or Material Structural Work shall be completed which would tie
in or connect any Leased Improvements on the Leased Property with any other
improvements on property adjacent to the Leased Property (and not part of the
Land covered by this Lease) including, without limitation, tie-ins of buildings
or other structures or utilities, unless the Lessee shall have obtained the
prior written approval of the Lessor, which approval may be withheld in the
Lessor's sole and absolute discretion and (c) all proposed Capital Additions and
Material Structural Work shall be architecturally integrated and consistent with
the Leased Property.

         9.5 Non-Capital Additions. The Lessee shall have the obligation and
right to make repairs, replacements and alterations which are not Capital
Additions as required by the other Sections of this Lease, but in so doing, the
Lessee shall always comply with and satisfy the conditions of Section 9.4,
mutatis, mutandis. The Lessee shall have the right, from time to time, to make
additions, modifications or improvements to the Leased Property which do not
constitute Capital Additions or Material Structural Work as it may deem to be
desirable or necessary for its uses and purposes, subject to the same limits and
conditions imposed under Section 9.4. The cost of any such repair, replacement,
alteration, addition, modification or improvement shall be paid by the Lessee
and the results thereof shall be included under the terms of this Lease and
become a part of the Leased Property, without payment therefor by the Lessor at
any time. Notwithstanding the foregoing, all such additions, modifications and
improvements which affect the structure of any of the Leased Improvements, or
which involve the expenditure of more than FIFTY THOUSAND DOLLARS ($50,000.00),
shall be undertaken only upon compliance with the provisions of Section 13.1,
all Legal Requirements and all other applicable requirements of this Lease;
provided, however, that in the event of a bona fide emergency during which the
Lessee is unable to contact the appropriate representatives of the Lessor, the
Lessee may commence such additions, modifications and improvements as may be
necessary in order to address such emergency without the Lessor's prior
approval, as long as the Lessee immediately thereafter advises the Lessor of
such emergency and the nature and scope of the additions, modifications and
improvements performed and obtains the Lessor's approval of the remaining work
to be completed.


                                     - 27 -


<PAGE>


                                   ARTICLE 10
                                   ----------

                         WARRANTIES AND REPRESENTATIONS
                         ------------------------------

         10.1 Representations and Warranties. The Lessee hereby represents and
warrants to, and covenants and agrees with, the Lessor that:

         10.1.1 Existence; Power; Qualification. The Lessee is a corporation
duly organized, validly existing and in good standing under the laws of
Delaware. The Lessee has all requisite corporate power to own and operate its
properties and to carry on its business as now conducted and as proposed to be
conducted and is duly qualified to transact business and is in good standing in
each jurisdiction where such qualification is necessary or desirable in order to
carry out its business as presently conducted and as proposed to be conducted.

         10.1.2 Valid and Binding. The Lessee is duly authorized to make and
enter into all of the Lease Documents to which the Lessee is a party and to
carry out the transactions contemplated therein. All of the Lease Documents to
which the Lessee is a party have been duly executed and delivered by the Lessee,
and each is a legal, valid and binding obligation of the Lessee, enforceable in
accordance with its terms.

         10.1.3 Single Purpose. The Lessee is, and during the entire time that
this Lease remains in force and effect shall be, engaged in no business, trade
or activity other than the operation of the Leased Property for the Primary
Intended Use.

         10.1.4 No Violation. The execution, delivery and performance of the
Lease Documents and the consummation of the transactions thereby contemplated
shall not result in any breach of, or constitute a default under, or result in
the acceleration of, or constitute an event which, with the giving of notice or
the passage of time, or both, could result in default or acceleration of any
obligation of any member of the Leasing Group under any of the Permits or
Contracts or any other contract, mortgage, lien, lease, agreement, instrument,
franchise, arbitration award, judgment, decree, bank loan or credit agreement,
trust indenture or other instrument to which any member of the Leasing Group is
a party or by which any member of the Leasing Group or the Leased Property may
be bound or affected and do not violate or contravene any Legal Requirement.

         10.1.5 Consents and Approvals. Except as already obtained or filed, as
the case may be, no consent or approval or other authorization of, or exemption
by, or declaration or filing with, any Person and no waiver of any right by any
Person is required to authorize or permit, or is otherwise required as a
condition of the execution and delivery of any of the Lease Documents by any
member of the Leasing Group and the performance of such member's obligations
thereunder or as a condition to the validity (assuming the due authorization,
execution and delivery by the Lessor of the Lease Documents to which it is a
party).

         10.1.6 No Liens or Insolvency Proceedings. Each member of the Leasing
Group is financially solvent and there are no actions, suits, investigations or
proceedings including, without limitation, outstanding federal or state tax
liens, garnishments or insolvency or bankruptcy proceedings, pending or, to the
best of the Lessee's knowledge and belief, threatened:

         (a) against or affecting any member of the Leasing Group, which if
adversely resolved to such member of the Leasing Group, would materially
adversely affect the ability of 


                                     - 28 -


<PAGE>


any of the foregoing to perform their respective obligations under the Lease
Documents;

         (b) against or affecting the Leased Property or the ownership,
construction, development, maintenance, management, repair, use, occupancy,
possession or operation thereof; or

         (c) which may involve or affect the validity, priority or
enforceability of any of the Lease Documents, at law or in equity, or before or
by any arbitrator or Governmental Authority.

         10.1.7 No Burdensome Agreements. The Lessee is a party to any agreement
the terms of which now have, or, as far as can be reasonably foreseen, may have,
a material adverse affect on its respective financial condition or business or
on the operation of the Leased Property.

         10.1.8 Commercial Acts. The Lessee's performance of and compliance with
the obligations and conditions set forth herein and in the other Lease Documents
will constitute commercial acts done and performed for commercial purposes.

         10.1.9 Adequate Capital, Not Insolvent. After giving effect to the
consummation of the transactions contemplated by the Lease Documents, each
member of the Leasing Group:

         (a) will be able to pay its debts as they become due;

         (b) will have sufficient funds and capital to carry on its business as
now conducted or as contemplated to be conducted (in accordance with the terms
of this Lease);

         (c) will own property having a value both at fair valuation and at
present fair salable value greater than the amount required to pay its debts as
they become due; and

         (d) will not be rendered insolvent as determined by applicable law.

         10.1.10 Not Delinquent. No member of the Leasing Group is delinquent or
claimed to be delinquent under any obligation for the payment of borrowed money.

         10.1.11 No Affiliate Debt. The Lessee has not created, incurred,
guaranteed, endorsed, assumed or suffered to exist any liability (whether direct
or contingent) for borrowed money from any Affiliate of the Lessee that is not
fully subordinated to the Lease Obligations pursuant to a written agreement in
form and substance acceptable to the Lessor.

         10.1.12 Taxes Current. Each member of the Leasing Group has filed all
federal, state and local tax returns which are required to be filed as to which
extensions are not currently in effect and have paid all taxes, assessments,
impositions, fees and other governmental charges (including interest and
penalties) which have become due pursuant to such returns or pursuant to any
assessment or notice of tax claim or deficiency received by each such member of
the Leasing Group. No tax liability has been asserted by the Internal Revenue
Service against any member of the Leasing Group or any other federal, state or
local taxing authority for taxes, assessments, impositions, fees or other
governmental charges (including interest or penalties thereon) in excess of
those already paid.

         10.1.13 Financials Complete and Accurate. The financial statements of
each member of the Leasing Group given to the Lessor in connection with the
execution and delivery 


                                     - 29 -


<PAGE>


of this Lease were true, complete and accurate, in all material respects, and
fairly presented the financial condition of each such member of the Leasing
Group as of the date thereof and for the periods covered thereby, having been
prepared in accordance with GAAP and such financial statements disclosed all
liabilities, including, without limitation, contingent liabilities, of each such
member of the Leasing Group.

         10.1.14 Pending Actions. There is no action or investigation pending
or, to the best knowledge and belief of the Lessee, threatened, anticipated or
contemplated (nor, to the knowledge of the Lessee, is there any reasonable basis
therefor) against or affecting the Lessee before any Governmental Authority
which could prevent or hinder the consummation of the transaction contemplated
hereby or call into question the validity of any of the Lease Documents or any
action taken or to be taken in connection with the transaction contemplated
thereunder.

         10.1.15 Compliance with Legal Requirements. The Lessee has obtained all
Permits that are necessary or desirable to operate the Leased Property in
accordance with its Primary Intended Use and all such Permits are in full force
and effect.

         10.1.16  Intentionally Omitted.

         10.1.17  Intentionally Omitted.

         10.1.18  Intentionally Omitted.

         10.1.19  Intentionally Omitted.

         10.1.20  Intentionally Omitted.

         10.1.21  Intentionally Omitted.

         10.1.22 ERISA. No employee pension benefit plan maintained by any
member of the Leasing Group has any accumulated funding deficiency within the
meaning of the ERISA, nor does any member of the Leasing Group have any material
liability to the PBGC established under ERISA (or any successor thereto) in
connection with any employee pension benefit plan (or other class of benefit
which the PBGC has elected to insure), and there have been no "reportable
events" (not waived) or "prohibited transactions" with respect to any such plan,
as those terms are defined in Section 4043 of ERISA and Section 4975 of the
Internal Revenue Code of 1986, as now or hereafter amended, respectively.

         10.1.23 No Broker. No member of the Leasing Group nor any of their
respective Affiliates has dealt with any broker or agent in connection with the
transactions contemplated by the Lease Documents.

         10.1.24 No Improper Payments. No member of the Leasing Group nor any of
their respective Affiliates has:

         (a) made any contributions, payments or gifts of its funds or property
to or for the private use of any government official, employee, agent or other
Person where either the payment or the purpose of such contribution, payment or
gifts is illegal under the laws of the United States, any state thereof or any
other jurisdiction (foreign or domestic);


                                     - 30 -


<PAGE>


         (b) established or maintained any unrecorded fund or asset for any
purpose or has made any false or artificial entries on any of its books or
records for any reason;

         (c) made any payments to any Person with the intention or understanding
that any part of such payment was to be used for any other purpose other than
that described in the documents supporting the payment; or

         (d) made any contribution, or has reimbursed any political gift or
contribution made by any other Person, to candidates for public office, whether
federal, state or local, where such contribution would be in violation of
applicable law.

         10.1.25 Nothing Omitted. Neither this Lease, nor any of the other Lease
Documents, nor any certificate, agreement, statement or other document,
including, without limitation, any financial statements concerning the financial
condition of any member of the Leasing Group, furnished to or to be furnished to
the Lessor or its attorneys in connection with the transactions contemplated by
the Lease Documents, contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary in order to
prevent all statements contained herein and therein from being misleading. There
is no fact within the special knowledge of the Lessee which has not been
disclosed herein or in writing to the Lessor that materially adversely affects,
or in the future, insofar as the Lessee can reasonably foresee, may materially
adversely affect the business, properties, assets or condition, financial or
otherwise, of any member of the Leasing Group or the Leased Property.

         10.1.26 No Margin Security. The Lessee is not engaged in the business
of extending credit for the purpose of purchasing or carrying margin stock
(within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System). The Lessee is not an "investment company" within the meaning of
the Investment Company Act of 1940, as amended.

         10.1.27 No Default. No event or state of facts which constitutes, or
which, with notice or lapse of time, or both, could constitute, a Lease Default
has occurred and is continuing.

         10.1.28 Principal Place of Business. The principal place of business
and chief executive office of the Lessee is located at 197 First Avenue,
Needham, Massachusetts 02194 (the "Principal Place of Business").

         10.1.29 Labor Matters. There are no proceedings now pending, nor, to
the best of the Lessee's knowledge, threatened with respect to the operation of
the Facility before the National Labor Relations Board, State Commission on
Human Rights and Opportunities, State Department of Labor, U.S. Department of
Labor or any other Governmental Authority having jurisdiction of employee rights
with respect to hiring, tenure and conditions of employment, and no member of
the Leasing Group has experienced any material controversy with any Facility
administrator or other employee of similar stature or with any labor
organization.

         10.1.30 Intellectual Property. The Lessee is duly licensed or
authorized to use all (if any) copyrights, rights of reproduction, trademarks,
trade-names, trademark applications, service marks, patent applications, patents
and patent license rights, (all whether registered or unregistered, U.S. or
foreign), inventions, franchises, discoveries, ideas, research, engineering,
methods, practices, processes, systems, formulae, designs, drawings, products,
projects, improvements, developments, know-how and trade secrets which are used
in or necessary for the operation of the Facility in accordance with its Primary
Intended Use, without conflict with or 


                                     - 31 -


<PAGE>


infringement of any, and subject to no restriction, lien, encumbrance, right,
title or interest in others.

         10.2 Continuing Effect of Representations and Warranties. All
representations and warranties contained in this Lease and the other Lease
Documents shall constitute continuing representations and warranties which shall
remain true, correct and complete throughout the Term. Notwithstanding the
provisions of the foregoing sentence but without derogation from any other terms
and provisions of this Lease, including, without limitation, those terms and
provisions containing covenants to be performed or conditions to be satisfied on
the part of the Lessee, the representations and warranties contained in Sections
10.1.6, 10.1.7, 10.1.10, 10.1.14, 10.1.15, 10.1.22, 10.1.28, 10.1.29 and in the
second sentence of Section 10.1.12 shall not constitute continuing
representations and warranties throughout the Term.

                                   ARTICLE 11
                                   ----------

                          FINANCIAL AND OTHER COVENANTS
                          -----------------------------

         11.1 Status Certificates. At any time, and from time to time, upon
request from the Lessor, the Lessee shall furnish to the Lessor, within ten (10)
Business Days' after receipt of such request, an Officer's Certificate
certifying that this Lease is unmodified and in full force and effect (or that
this Lease is in full force and effect as modified and setting forth the
modifications) and the dates to which the Rent has been paid. Any Officer's
Certificate furnished pursuant to this Section shall be addressed to any
prospective purchaser or mortgagee of the Leased Property as the Lessor may
request and may be relied upon by the Lessor and any such prospective purchaser
or mortgagee of the Leased Property.

         11.2 Financial Statements; Reports; Notice and Information.

         11.2.1 Obligation To Furnish. The Lessee will furnish and shall cause
to be furnished to the Lessor the following statements, information and other
materials:

         (A) Annual Statements. Within ninety (90) days after the end of each of
their respective fiscal years, (i) a copy of unaudited Consolidated Financials
for each of (x) the Lessee and (y) any Sublessee for the preceding fiscal year
certified as true and correct by the Lessee or the applicable Sublessee, as the
case may be (and, without limiting anything else contained herein, the
Consolidated Financials for the Lessee and for each Sublessee shall include a
detailed balance sheet for Leased Property as of the last day of such fiscal
year and a statement of earnings from the Leased Property for such fiscal year
showing, among other things, all rents and other income therefrom and all
expenses paid or incurred in connection with the operation of the Leased
Property); (ii) separate statements, certified as true and correct by the Lessee
and each Sublessee, stating whether, to the best of the signer's knowledge and
belief after making due inquiry, the Lessee or such Sublessee, as the case may
be, is in default in the performance or observance of any of the terms of this
Lease or any of the other Lease Documents and, if so, specifying all such
defaults, the nature thereof and the steps being taken to immediately remedy the
same; and (iii) a statement certified as true and correct by the Lessee setting
forth all Subleases (excluding Resident Agreements) as of the last day of such
fiscal year, the respective areas demised thereunder, the names of the
Sublessees thereunder, the respective expiration dates of such Subleases, the
respective rentals provided for therein, and such other information


                                     - 32 -


<PAGE>


pertaining to such Subleases as may be reasonably requested by the Lessor.

         (B) Permit or Contract Defaults. Promptly after the receipt thereof,
true and complete copies of all surveys, follow-up surveys, licensing surveys,
complaint surveys, examinations, compliance certificates, inspection reports,
statements (other than those statements that are issued in the ordinary course
of business), terminations and notices of any kind (other than those notices
that are furnished in the ordinary course of business) issued or provided to the
Lessee or any Sublessee by any Governmental Authority, including, without
limitation, any notices pertaining to any delinquency in, or proposed revision
of, the Lessee's or any Sublessee's obligations under the terms and conditions
of any Permits or Contracts now or hereafter issued by or entered into with any
Governmental Authority and the response(s) thereto made by or on behalf of the
Lessee or any Sublessee.

         (C) Official Reports. Upon completion or filing thereof, complete
copies of all applications (other than those that are furnished in the ordinary
course of business), notices (other than those that are furnished in the
ordinary course of business), statements, annual reports, cost reports and other
reports or filings of any kind (other than those that are furnished in the
ordinary course of business) provided by the Lessee or any Sublessee to any
Governmental Authority with respect to the Leased Property.

         (D) Other Information. With reasonable promptness, such other
information as the Lessor may from time to time reasonably request respecting
(i) the financial condition and affairs of each member of the Leasing Group and
the Leased Property and (ii) the licensing and operation of the Leased Property;
including, without limitation, audited financial statements, certificates and
consents from accountants and all other financial and licensing/operational
information as may be required or requested by any Governmental Authority.

         (E) Default Conditions. As soon as possible, and in any event within
five (5) days after the occurrence of any Lease Default, or any event or
circumstance which, with the giving of notice or the passage of time, or both,
could constitute a Lease Default, a written statement of the Lessee setting
forth the details of such Lease Default, event or circumstance and the action
which the Lessee proposes to take with respect thereto.

         (F) Official Actions. Promptly after the commencement thereof, notice
of all actions, suits and proceedings before any Governmental Authority which
could have a material adverse effect on (i) any member of the Leasing Group to
perform any of its obligations under any of the Lease Documents or (ii) the
Leased Property.

         (G) Audit Reports. Promptly after receipt, a copy of all audits or
reports submitted to any member of the Leasing Group by any independent public
accountant in connection with any annual, special or interim audits of the books
of any such member of the Leasing Group and, if requested by the Lessor, any
letter of comments directed by such accountant to the management of any such
member of the Leasing Group.

         (H) Adverse Developments. Promptly after the Lessee acquires knowledge
thereof, written notice of:

                  (i)  the potential termination of any Permit necessary for the
operation of the Leased Property;


                                     - 33 -


<PAGE>


                  (ii) any loss, damage or destruction to or of the Leased
Property in excess of FIFTY THOUSAND DOLLARS ($50,000) (regardless of whether
the same is covered by insurance);

                  (iii) any material controversy involving the Lessee or any
Sublessee and (x) Facility administrator or Facility employee of similar stature
or (y) any labor organization; and

                  (iv) any fact within the special knowledge of any member of
the Leasing Group, or any other development in the business or affairs of any
member of the Leasing Group, which may be materially adverse to the business,
properties, assets or condition, financial or otherwise, of any member of the
Leasing Group or the Leased Property.

         (I) Responses To Inspection Reports. Within thirty (30) days after
receipt of an inspection report relating to the Leased Property from the Lessor,
a written response describing in detail prepared plans to address concerns
raised by the inspection report.

         (J) Public Information. Upon the completion or filing, mailing or other
delivery thereof, complete copies of all financial statements, reports, notices
and proxy statements, if any, sent by any member of the Leasing Group (which is
a publicly held corporation) to its shareholders and of all reports, if any,
filed by any member of the Leasing Group (which is a publicly held corporation)
with any securities exchange or with the Securities Exchange Commission.

         11.2.2 Responsible Officer. Any certificate, instrument, notice, or
other document to be provided to the Lessor hereunder by any member of the
Leasing Group shall be signed by an executive officer of such member (in the
event that any of the foregoing is not an individual), having a position of Vice
President or higher and with respect to financial matters, any such certificate,
instrument, notice or other document shall be signed by the chief financial
officer of such member.

         11.2.3 No Material Omission. No certificate, instrument, notice or
other document, including without limitation, any financial statements furnished
or to be furnished to the Lessor pursuant to the terms hereof or of any of the
other Lease Documents shall contain any untrue statement of a material fact or
shall omit to state any material fact necessary in order to prevent all
statements contained therein from being misleading.

         11.2.4 Confidentiality. The Lessor shall afford any information
received pursuant to the provisions of the Lease Documents the same degree of
confidentiality that the Lessor affords similar information proprietary to the
Lessor; provided, however, that the Lessor does not in any way warrant or
represent that such information received from any member of the Leasing Group
shall remain confidential (and shall not be liable in any way for any subsequent
disclosure of such information by any Person that the Lessor has provided such
information in accordance with the terms hereof) and provided, further, that the
Lessor shall have the unconditional right to (a) disclose any such information
as the Lessor deems necessary or appropriate in connection with any sale,
transfer, conveyance, participation or assignment of the Leased Property or any
of the Lease Documents or any interest therein and (b) use such information in
any litigation or arbitration proceeding between the Lessor and any member of
the Leasing Group. Without limiting the foregoing, the Lessor may also utilize
any information furnished to it hereunder as and to the extent (i) counsel to
the Lessor determines that such utilization is necessary pursuant to 15 U.S.C.
77a-77aa or 15 U.S.C. 78a-78jj and the rules and regulations promulgated


                                     - 34 -


<PAGE>


thereunder, (ii) the Lessor is required or requested by any Governmental
Authority to disclose any such information and/or (iii) the Lessor is requested
to disclose any such information by any of its lenders or potential lenders. The
Lessor shall not be liable in any way for any subsequent disclosure of such
information by any Person to whom the Lessor provided such information in
accordance with the terms hereof. Nevertheless, in connection with any such
disclosure, the Lessor shall inform the recipient of any such information of the
confidential nature thereof. The Lessor shall observe any prohibitions or
limitations on the disclosure of any such information under applicable
confidentiality law or regulations, to the extent that the same are applicable
to such information, including, without limitation, any duly enacted "Patients'
Bill of Rights" or similar legislation, including such limitations as may be
necessary to preserve the confidentiality of the facility-patient/resident
relationship and the physician-patient privilege.

         11.3 Intentionally Omitted.

         11.4 Affirmative Covenants. The Lessee covenants and agrees that
throughout the Term and any periods thereafter that the Lessee remains in
possession of the Leased Property:

         11.4.1 Maintenance of Existence. If the Lessee is a corporation, trust
or partnership, during the entire time that this Lease remains in full force and
effect, the Lessee shall keep in effect its existence and rights as a
corporation, trust or partnership under the laws of the state of its
incorporation or formation and its right to own property and transact business
in the State.

         11.4.2 Materials. The Lessee covenants to cause to be paid punctually
all sums becoming due for labor, materials, fixtures or equipment used or
purchased in connection with any renovations or other construction relating to
the Leased Property, subject to the Lessee's right to contest to the extent
provided for in Article 15.

         11.4.3 Compliance With Legal Requirements And Applicable Agreements.
The Lessee and the Leased Property and all uses thereof shall comply with (i)
all Legal Requirements, (ii) all Permits and Contracts, (iii) all Insurance
Requirements, (iv) the Lease Documents, (v) the Permitted Encumbrances and (vi)
the Appurtenant Agreements.

         11.4.4 Books And Records. The Lessee shall cause to be kept and
maintained, and shall permit the Lessor and its representatives to inspect at
all reasonable times, accurate books of accounts in which complete entries will
be made in accordance with GAAP reflecting all financial transactions of the
Lessee (showing, without limitation, all materials ordered and received and all
disbursements, accounts payable and accounts receivable in connection with the
operation of the Leased Property).

         11.4.5 Intentionally Omitted.

         11.4.6 Conduct of its Business. The Lessee will maintain, and cause any
Sublessee and any Manager to maintain, experienced and competent professional
management with respect to its business and with respect to the Leased Property.
The Lessee, any Sublessee and any Manager shall conduct, in the ordinary course,
the operation of the Facility, and the Lessee and any Sublessee shall not enter
into any other business or venture during the Term or such time as the Lessee or
any Sublessee is in possession of the Leased Property.

         11.4.7 Address. The Lessee shall provide the Lessor thirty (30) days'
prior written notice of any change of its Principal Place of Business from its
current Principal Place of 


                                     - 35 -


<PAGE>


Business. The Lessee shall maintain all books and records relating to its
business, solely at its Principal Place of Business and at the Leased Property.
The Lessee shall not (a) remove any books or records relating to the Lessee's
business from either the Leased Property or the Lessee's Principal Place of
Business or (b) relocate its Principal Place of Business until after receipt of
a certificate from the Lessor, signed by an officer thereof, stating that the
Lessor has, to its satisfaction, obtained all documentation that it deems
necessary or desirable to obtain, maintain, perfect and confirm the first
priority security interests granted in the Lease Documents.

         11.4.8 Subordination of Affiliate Transactions. Without limiting the
provisions of any other Section of this Lease including Section 11.5.3, any
payments to be made by the Lessee to (a) any member of the Leasing Group (or any
Affiliate of any member of the Leasing Group) or (b) any Affiliate of the
Lessee, in connection with any transaction between the Lessee and such Person,
including, without limitation, the purchase, sale or exchange of any property,
the rendering of any service to or with any such Person (including, without
limitation, all allocations of any so-called corporate or central office costs,
expenses and charges of any kind or nature) or the making of any loan or other
extension of credit or the making of any equity investment, shall be subordinate
to the complete payment and performance of the Lease Obligations; provided,
however, that all such subordinated payments may be paid at any time unless: (x)
after giving effect to such payment, the Lessee shall be unable to comply with
any of its obligations under any of the Lease Documents or (y) a Lease Default
has occurred and is continuing and has not been expressly waived in writing by
the Lessor or an event or state of facts exists, which, with the giving of
notice or the passage of time, or both, would constitute a Lease Default.

         11.4.9 Inspection. At reasonable times and upon reasonable notice, the
Lessee shall permit the Lessor and its authorized representatives (including,
without limitation, the Consultants) to inspect the Leased Property as provided
in Section 7.1 above.

         11.4.10 Additional Property. In the event that at any time during the
Term, the Lessee holds the fee title to or a leasehold interest in any real
property and/or personal property which is used as an integral part of the
operation of the Leased Property (but is not subject to this Lease), the Lessee
shall (i) provide the Lessor with prior notice of such acquisition and (ii)
shall take such actions and enter into such agreements as the Lessor shall
reasonably request in order to grant the Lessor a first priority mortgage or
other security interest in such real property and personal property, subject
only to the Permitted Encumbrances and other Liens reasonably acceptable to the
Lessor.

         11.5 Additional Negative Covenants. The Lessee covenants and agrees
that, throughout the Term and such time as the Lessee remains in possession of
the Leased Property:

         11.5.1 Restrictions Relating to Lessee. Except as may otherwise be
expressly provided in Section 19.2 or in any of the other Lease Documents, the
Lessee shall not, without the prior written consent of the Lessor, in each
instance, which consent may be withheld in the sole and absolute discretion of
the Lessor:

         (a) convey, assign, hypothecate, transfer, dispose of or encumber, or
permit the conveyance, assignment, transfer, hypothecation, disposal or
encumbrance of all or any part of any legal or beneficial interest in this Lease
or the Leased Property; provided, however, that this restriction shall not apply
to the Permitted Encumbrances that may be created after the date hereof pursuant
to the Lease Documents;


                                     - 36 -


<PAGE>


         (b) permit the use of the Facility for any purpose other than the
Primary Intended Use; or

         (c) liquidate, dissolve or merge or consolidate with any other Person.

         11.5.2 No Liens. The Lessee will not directly or indirectly create or
allow to remain and will promptly discharge at its expense any Lien, title
retention agreement or claim upon or against the Leased Property (including the
Lessee's interest therein) or the Lessee's interest in this Lease or any of the
other Lease Documents, or in respect of the Rent, excluding (a) this Lease and
any permitted Subleases, (b) the Permitted Encumbrances, (c) Liens which are
consented to in writing by the Lessor, (d) Liens for those taxes of the Lessor
which the Lessee is not required to pay hereunder, (e) Liens of mechanics,
laborers, materialmen, suppliers or vendors for sums either not yet due or being
contested in strict compliance with the terms and conditions of Article 15, (f)
any Liens which are the responsibility of the Lessor pursuant to the provisions
of Article 20, (g) Liens for Impositions which are either not yet due and
payable or which are in the process of being contested in strict compliance with
the terms and conditions of Article 15 and (h) involuntary Liens caused by the
actions or omissions of the Lessor.

         11.5.3 Limits on Affiliate Transactions. The Lessee shall not enter
into any transaction with any Affiliate, including, without limitation, the
purchase, sale or exchange of any property, the rendering of any service to or
with any Affiliate and the making of any loan or other extension of credit,
except in the ordinary course of, and pursuant to the reasonable requirements
of, the Lessee's business and upon fair and reasonable terms no less favorable
to the Lessee than would be obtained in a comparable arms'-length transaction
with any Person that is not an Affiliate.

         11.5.4   Intentionally Omitted.

         11.5.5 No Default. The Lessee shall not commit any default or breach
under any of the Lease Documents.

         11.5.6   Intentionally Omitted.

         11.5.7   Intentionally Omitted.

         11.5.8 ERISA. The Lessee shall not establish or permit any Sublessee to
establish any new pension or defined benefit plan or modify any such existing
plan for employees subject to ERISA, which plan provides any benefits based on
past service without the advance consent of the Lessor to the amount of the
aggregate past service liability thereby created.

         11.5.9 Forgiveness of Indebtedness. The Lessee will not waive, or
permit any sublessee or Manager which is an Affiliate to waive any debt or
claim, except in the ordinary course of its business.

         11.5.10 Value of Assets. Except as disclosed in the financial
statements provided to the Lessor as of the date hereof, the Lessee will not
write up (by creating an appraisal surplus or otherwise) the value of any assets
of the Lessee above their cost to the Lessee, less the depreciation regularly
allowable thereon.

         11.5.11 Changes in Fiscal Year and Accounting Procedures. The Lessee
shall not, 


                                     - 37 -


<PAGE>


without the prior written consent of the Lessor, in each instance, which consent
may be withheld in the Lessor's reasonable discretion (a) change its fiscal year
or capital structure or (b) change, alter, amend or in any manner modify, except
in accordance with GAAP, any of its current accounting procedures related to the
method of revenue recognition, billing procedures or determinations of doubtful
accounts or bad debt expenses nor will the Lessee permit any of its Subsidiaries
to change its fiscal year or suffer or permit any circumstance to exist in which
any Subsidiary is not wholly-owned, directly or indirectly, by the Lessee.

                                   ARTICLE 12
                                   ----------

                             INSURANCE AND INDEMNITY
                             -----------------------

         12.1 General Insurance Requirements. During the Term of this Lease and
thereafter until the Lessee surrenders the Leased Property in the manner
required by this Lease, the Lessee shall at its sole cost and expense keep the
Leased Property and the Tangible Personal Property located thereon and the
business operations conducted on the Leased Property insured as set forth below.

         12.1.1 Types and Amounts of Insurance. The Lessee's insurance shall
include the following:

         (a) property loss and physical damage insurance on an all-risk basis
(with only such exceptions as the Lessor may in its reasonable discretion
approve) covering the Leased Property (exclusive of Land) for its full
replacement cost, which cost shall be reset once a year at the Lessor's option,
with an agreed-amount endorsement and a deductible not in excess of TEN THOUSAND
DOLLARS ($10,000.00). Such insurance shall include, without limitation, the
following coverages: (i) increased cost of construction, (ii) cost of
demolition, (iii) the value of the undamaged portion of the Facility and (iv)
contingent liability from the operation of building laws, less exclusions
provided in the normal "All Risk" insurance policy. During any period of
construction, such insurance shall be on a builder's-risk, completed value,
non-reporting form with permission to occupy;

         (b) flood insurance (if the Leased Property or any portion thereof is
situated in an area which is considered a flood risk area by the U.S. Department
of Housing and Urban Development or any other Governmental Authority that may in
the future have jurisdiction over flood risk analysis) in limits acceptable to
the Lessor;

         (c) boiler and machinery insurance (including related electrical
apparatus and components) under a standard comprehensive form, providing
coverage against loss or damage caused by explosion of steam boilers, pressure
vessels or similar vessels, now or hereafter installed on the Leased Property,
in limits acceptable to the Lessor;

         (d) business interruption and/or rent loss insurance in an amount equal
to the annual Base Rent due hereunder plus the aggregate sum of the Impositions
relating to the Leased Property due and payable during one year;

         (e) comprehensive general public liability insurance including
coverages commonly found in the Broad Form Commercial Liability Endorsements
with amounts not less than TWENTY-FOUR MILLION DOLLARS ($24,000,000) of umbrella
coverage;


                                     - 38 -


<PAGE>


         (f) physical damage insurance on an all-risk basis (with only such
exceptions as the Lessor in its reasonable discretion shall approve) covering
the Tangible Personal Property for the full replacement cost thereof and with a
deductible not in excess of one percent (1%) of the full replacement cost
thereof;

         (g) Workers' Compensation and Employers' Liability Insurance providing
protection against all claims arising out of injuries to all employees of the
Lessee or of any Sublessee (employed on the Leased Property or any portion
thereof) in amounts equal for Workers' Compensation, to the statutory benefits
payable to employees in the State and for Employers' Liability, to limits of not
less than ONE HUNDRED THOUSAND DOLLARS ($100,000) for injury by accident, ONE
HUNDRED THOUSAND DOLLARS ($100,000) per employee for disease and FIVE HUNDRED
THOUSAND DOLLARS ($500,000) disease policy limit; and

         (h) such other insurance as the Lessor from time to time may reasonably
require and also, as may from time to time be required by applicable Legal
Requirements and/or by any Fee Mortgagee.

         12.1.2 Insurance Company Requirements. All such insurance required by
this Lease or the other Lease Documents shall be issued and underwritten by
insurance companies licensed to do insurance business by, and in good standing
under the laws of, the State and which companies have and maintain a rating of A
or better by Standard & Poors.

         12.1.3 Policy Requirements. Every policy of insurance from time to time
required under this Lease or any of the other Lease Documents (other than
worker's compensation) shall name the Lessor as owner, loss payee, secured party
(to the extent applicable) and additional insured as its interests may appear.
If an insurance policy covers properties other than the Leased Property, then
the Lessor shall be so named with respect only to the Leased Property. Each such
policy, where applicable or appropriate, shall:

         (a) include an agreed amount endorsement and loss payee, additional
named insured and secured party endorsements, in forms acceptable to the Lessor
in its sole and absolute discretion;

         (b) include mortgagee, secured party, loss payable and additional named
insured endorsements reasonably acceptable to each Fee Mortgagee;

         (c) provide that the coverages may not be canceled or materially
modified except upon thirty (30) days' prior written notice to the Lessor and
any Fee Mortgagee;

         (d) be payable to the Lessor and any Fee Mortgagee notwithstanding any
defense or claim that the insurer may have to the payment of the same against
any other Person holding any other interest in the Leased Property;

         (e) be endorsed with standard noncontributory clauses in favor of and
in form reasonably acceptable to the Lessor and any Fee Mortgagee;

         (f) expressly waive any right of subrogation on the part of the insurer
against the Lessor, any Fee Mortgagee or the Leasing Group; and

         (g) otherwise be in such forms as shall be reasonably acceptable to the
Lessor.


                                     - 39 -


<PAGE>


         12.1.4 Notices; Certificates and Policies. The Lessee shall promptly
provide to the Lessor copies of any and all notices (including notice of
non-renewal), claims and demands which the Lessee receives from insurers of the
Leased Property. At least ten (10) days prior to the expiration of any insurance
policy required hereunder, the Lessee shall deliver to the Lessor certificates
and evidence of insurance relating to all renewals and replacements thereof,
together with evidence, satisfactory to the Lessor, of payment of the premiums
thereon. The Lessee shall deliver to the Lessor original counterparts or copies
certified by the insurance company to be true and complete copies, of all
insurance policies required hereunder not later than the earlier to occur of (a)
ninety (90) days after the effective date of each such policy and (b) ten (10)
days after receipt thereof by the Lessee.

         12.1.5 Lessor's Right to Place Insurance. If the Lessee shall fail to
obtain any insurance policy required hereunder by the Lessor, or shall fail to
deliver the certificate and evidence of insurance relating to any such policy to
the Lessor, or if any insurance policy required hereunder (or any part thereof)
shall expire or be canceled or become void or voidable by reason of any breach
of any condition thereof, or if the Lessor determines that such insurance
coverage is unsatisfactory by reason of the failure or impairment of the capital
of any insurance company which wrote any such policy, upon demand by the Lessor,
the Lessee shall promptly obtain new or additional insurance coverage on the
Leased Property, or for those risks required to be insured by the provisions
hereof, satisfactory to the Lessor, and, at its option, the Lessor may obtain
such insurance and pay the premium or premiums therefor; in which event, any
amount so paid or advanced by the Lessor and all costs and expenses incurred in
connection therewith (including, without limitation, attorneys' fees and
expenses and court costs), shall be a demand obligation of the Lessee to the
Lessor, payable as an Additional Charge.

         12.1.6 Payment of Proceeds. All insurance policies required hereunder
(except for general public liability, professional liability and workers'
compensation and employers liability insurance) shall provide that in the event
of loss, injury or damage, subject to the rights of any Fee Mortgagee, all
proceeds shall be paid to the Lessor alone (rather than jointly to the Lessee
and the Lessor). The Lessor is hereby authorized to adjust and compromise any
such loss with the consent of the Lessee or, following any Lease Default,
whether or not cured, without the consent of the Lessee, and to collect and
receive such proceeds in the name of the Lessor and the Lessee, and the Lessee
appoints the Lessor (or any agent designated by the Lessor) as the Lessee's
attorney-in-fact with full power of substitution, to endorse the Lessee's name
upon any check in payment thereof. Subject to the provisions of Article 13, such
insurance proceeds shall be applied first toward reimbursement of all costs and
expenses reasonably incurred by the Lessor in collecting said insurance
proceeds, then toward payment of the Lease Obligations or any portion thereof,
then due and payable, in such order as the Lessor determines, and then in whole
or in part toward restoration, repair or reconstruction of the Leased Property
for which such insurance proceeds shall have been paid.

         12.1.7 Irrevocable Power of Attorney. The power of attorney conferred
on the Lessor pursuant to the provisions of this Section 12.1, being coupled
with an interest, shall be irrevocable for as long as this Lease is in effect or
any Lease Obligations are outstanding, shall not be affected by any disability
or incapacity which the Lessee may suffer and shall survive the same. Such power
of attorney, is provided solely to protect the interests of the Lessor and shall
not impose any duty on the Lessor to exercise any such power, and neither the
Lessor nor such attorney-in-fact shall be liable for any act, omission, error in
judgment or mistake of law, except as the same may result from its gross
negligence or willful misconduct.


                                     - 40 -


<PAGE>


         12.1.8 Blanket Policies. Notwithstanding anything to the contrary
contained herein, the Lessee's obligations to carry the insurance provided for
herein may be brought within the coverage of a so-called blanket policy or
policies of insurance carried and maintained by the Lessee and its Affiliates;
provided, however, that the coverage afforded to the Lessor shall not be reduced
or diminished or otherwise be different from that which would exist under a
separate policy meeting all other requirements of this Lease by reason of the
use of such blanket policy of insurance, and provided, further that the
requirements of this Section 12.1 are otherwise satisfied.

         12.1.9 No Separate Insurance. The Lessee shall not, on the Lessee's own
initiative or pursuant to the request or requirement of any other Person, take
out separate insurance concurrent in form or contributing in the event of loss
with the insurance required hereunder to be furnished by the Lessee, or increase
the amounts of any then existing insurance by securing an additional policy or
additional policies, unless (a) all parties having an insurable interest in the
subject matter of the insurance, including the Lessor, are included therein as
additional insureds and (b) losses are payable under said insurance in the same
manner as losses are required to be payable under this Lease. The Lessee shall
immediately notify the Lessor of the taking out of any such separate insurance
or of the increasing of any of the amounts of the then existing insurance by
securing an additional insurance policy or policies.

         12.1.10 Assignment of Unearned Premiums. The Lessee hereby assigns to
the Lessor all rights of the Lessee in and to any unearned premiums allocable to
the Leased Property on any insurance policy required hereunder to be furnished
by the Lessee which may become payable or are refundable after the occurrence of
an Event of Default hereunder. In the event that this Lease is terminated for
any reason (other than the purchase of the Leased Property by the Lessee), the
insurance policies required to be maintained hereunder, including all right,
title and interest of the Lessee thereunder, shall become the absolute property
of the Lessor.

         12.2 Indemnity.

         12.2.1 Indemnification. Except with respect to the gross negligence or
willful misconduct of the Lessor or any of the other Indemnified Parties, as to
which no indemnity is provided, the Lessee hereby agrees to defend with counsel
acceptable to the Lessor, indemnify and hold harmless the Lessor and each of the
other Indemnified Parties from and against all damages, losses, claims,
liabilities, obligations, penalties, causes of action, costs and expenses
(including, without limitation, attorneys' fees, court costs and other expenses
of litigation) suffered by, or claimed or asserted against, the Lessor or any of
the other Indemnified Parties, directly or indirectly, based on, arising out of
or resulting from (a) the use and occupancy of the Leased Property or any
business conducted therein, (b) any act, fault, omission to act or misconduct by
(i) any member of the Leasing Group, (ii) any Affiliate of the Lessee or (iii)
any employee, agent, licensee, business invitee, guest, customer, contractor or
sublessee of any of the foregoing parties, relating to, directly or indirectly,
the Leased Property, (c) any accident, injury or damage whatsoever caused to any
Person, including, without limitation, any claim of malpractice, or to the
property of any Person in or about the Leased Property or outside of the Leased
Property where such accident, injury or damage results or is claimed to have
resulted from any act, fault, omission to act or misconduct by any member of the
Leasing Group or any Affiliate of the Lessee or any employee, agent, licensee,
contractor or sublessee of any of the foregoing parties, (d) any Lease Default,
(e) any claim brought or threatened against any of the Indemnified Parties by
any member of the Leasing Group or by any other Person on account of (i) the
Lessor's relationship with any member of the Leasing Group pertaining in any way
to the Leased Property and/or the transaction evidenced by the Lease Documents
and/or (ii) the 


                                     - 41 -


<PAGE>


Lessor's negotiation of, entering into and/or performing any of its obligations
and/or exercising any of its right and remedies under any of the Lease
Documents, (f) any attempt by any member of the Leasing Group or any Affiliate
of the Lessee to transfer or relocate any of the Permits to any location other
than the Leased Property and/or (g) the enforcement of this indemnity. Any
amounts which become payable by the Lessee under this Section 12.2.1 shall be a
demand obligation of the Lessee to the Lessor, payable as an Additional Charge.
The indemnity provided for in this Section 12.2.1 shall survive any termination
of this Lease.

         12.2.2 Indemnified Parties. As used in this Lease the term "Indemnified
Parties" shall mean Lessor, any Fee Mortgagee and their respective successors,
assigns, employees, servants, agents, attorneys, officers, directors,
shareholders, partners and owners.

         12.2.3 Limitation on Lessor Liability. Neither the Lessor nor any
Affiliate of the Lessor shall be liable to any member of the Leasing Group or
any Affiliate of any member of the Leasing Group, or to any other Person
whatsoever for any damage, injury, loss, compensation, or claim (including, but
not limited to, any claim for the interruption of or loss to any business
conducted on the Leased Property) based on, arising out of or resulting from any
cause whatsoever, including, but not limited to, the following: (a) repairs to
the Leased Property, (b) interruption in use of the Leased Property; (c) any
accident or damage resulting from the use or operation of the Leased Property or
any business conducted thereon; (d) the termination of this Lease by reason of
Casualty or Condemnation, (e) any fire, theft or other casualty or crime, (f)
the actions, omissions or misconduct of any other Person, (g) damage to any
property, or (h) any damage from the flow or leaking of water, rain or snow. All
Tangible Personal Property and the personal property of any other Person on the
Leased Property shall be at the sole risk of the Lessee and the Lessor shall not
in any manner be held responsible therefor. Notwithstanding the foregoing, the
Lessor shall not be released from liability for any injury, loss, damage or
liability suffered directly by the Lessee to the extent caused directly by the
gross negligence or willful misconduct of the Lessor, its servants, employees or
agents acting within the scope of their authority on or about the Leased
Property or in regards to the Lease; provided, however, that in no event shall
the Lessor, its servants, employees or agents have any liability based on any
loss with respect to or interruption in the operation of any business at the
Leased Property or for any indirect or consequential damages.

         12.2.4 Risk of Loss. During the Term of this Lease, the risk of loss or
of decrease in the enjoyment and beneficial use of the Leased Property in
consequence of any damage or destruction thereof by fire, the elements,
casualties, thefts, riots, wars or otherwise, or in consequence of foreclosures,
levies or executions of Liens (other than those created by the Lessor in
accordance with the provisions of Article 20) is assumed by the Lessee and, in
the absence of the gross negligence or willful misconduct as set forth in
Section 12.2.3, the Lessor shall in no event be answerable or accountable
therefor (except for the obligation to account for insurance proceeds and Awards
to the extent provided for in Articles 13 and 14) nor shall any of the events
mentioned in this Section entitle the Lessee to any abatement of Rent (except
for an abatement, if any, as specifically provided for in Section 3.8).


                                   ARTICLE 13
                                   ----------

                                FIRE AND CASUALTY
                                -----------------

         13.1 Restoration Following Fire or Other Casualty.


                                     - 42 -


<PAGE>


         13.1.1 Following Fire or Casualty. In the event of any damage or
destruction to the Leased Property by reason of fire or other hazard or casualty
(a "Casualty"), the Lessee shall give immediate written notice thereof to the
Lessor and, subject to the terms of this Article 13, the Lessee shall proceed
with reasonable diligence, in full compliance with all applicable Legal
Requirements, to perform such repairs, replacement and reconstruction work
(referred to herein as the "Work") to restore the Leased Property to the
condition it was in immediately prior to such damage or destruction and to a
condition adequate to operate the Facility for the Primary Intended Use and in
compliance with Legal Requirements. All Work shall be performed and completed in
accordance with all Legal Requirements and the other requirements of this Lease
within one hundred and twenty (120) days following the occurrence of the damage
or destruction plus a reasonable time to compensate for Unavoidable Delays
(including for the purposes of this Section, delays in obtaining Permits and in
adjusting insurance losses), but in no event beyond two-hundred and seventy
(270) days following the occurrence of the Casualty.

         13.1.2 Procedures. In the event that any Casualty results in
non-structural damage to the Leased Property in excess of FIFTY THOUSAND DOLLARS
($50,000) or in any structural damage to the Leased Property, regardless of the
extent of such structural damage, prior to commencing the Work, the Lessee shall
comply with the following requirements:

         (a) The Lessee shall furnish to the Lessor complete plans and
specifications for the Work (collectively, the "Plans and Specifications"), for
the Lessor's approval, in each instance, which approval shall not be
unreasonably withheld. The Plans and Specifications shall bear the signed
approval thereof by an architect, licensed to do business in the State,
reasonably satisfactory to the Lessor and shall be accompanied by a written
estimate from the architect, bearing the architect's seal, of the entire cost of
completing the Work, and to the extent feasible, the Plans and Specifications
shall provide for Work of such nature, quality and extent, that, upon the
completion thereof, the Leased Property shall be at least equal in value and
general utility to its value and general utility prior to the Casualty and shall
be adequate to operate the Leased Property for the Primary Intended Use;

         (b) The Lessee shall furnish to the Lessor certified or photostatic
copies of all Permits and Contracts required by all applicable Legal
Requirements in connection with the commencement and conduct of the Work;

         (c) The Lessee shall furnish to the Lessor a cash deposit or a payment
and performance bond sufficient to pay for completion of and payment for the
Work in an amount not less than the architect's estimate of the entire cost of
completing the Work, less the amount of property insurance proceeds, if any,
then held by the Lessor and which the Lessor shall be required to apply toward
restoration of the Leased Property as provided in Section 13.2;

         (d) The Lessee shall furnish to the Lessor such insurance with respect
to the Work (in addition to the insurance required under Section 12.1 hereof) in
such amounts and in such forms as is reasonably required by the Lessee; and

         (e) The Lessee shall not commence any of the Work until the Lessee
shall have complied with the requirements set forth in clauses (a) through (d)
immediately above, as applicable, and, thereafter, the Lessee shall perform the
Work diligently, in a good and workmanlike fashion and in good faith in
accordance with (i) the Plans and Specifications referred to in clause (a)
immediately above, (ii) the Permits and Contracts referred to in clause


                                     - 43 -


<PAGE>


(b) immediately above and (iii) all applicable Legal Requirements and other
requirements of this Lease; provided, however, that in the event of a bona fide
emergency during which the Lessee is unable to contact the appropriate
representatives of the Lessor, the Lessee may commence such Work as may be
necessary in order to address such emergency without the Lessor's prior
approval, as long as the Lessee immediately thereafter advises the Lessor of
such emergency and the nature and scope of the Work performed and obtains the
Lessor's approval of the remaining Work to be completed.

         13.1.3 Disbursement of Insurance Proceeds. If, as provided in Section
13.2, the Lessor is required to apply any property insurance proceeds toward
repair or restoration of the Leased Property, then as long as the Work is being
diligently performed by the Lessee in accordance with the terms and conditions
of this Lease, the Lessor shall disburse such insurance proceeds from time to
time during the course of the Work in accordance with and subject to
satisfaction of the following provisions and conditions. The Lessor shall not be
required to make disbursements more often than at thirty (30) day intervals. The
Lessee shall submit a written request for each disbursement at least ten (10)
Business Days in advance and shall comply with the following requirements in
connection with each disbursement:

         (a) Prior to the commencement of any Work, the Lessee shall have
received the Lessor's written approval of the Plans and Specifications (which
approval shall not be unreasonably withheld) and the Work shall be supervised by
an experienced construction manager with the consultation of an architect or
engineer qualified and licensed to do business in the State.

         (b) Each request for payment shall be accompanied by (x) a certificate
of the architect or engineer, bearing the architect's or engineer's seal, and
(y) a certificate of the general contractor, qualified and licensed to do
business in the State, that is performing the Work (collectively, the "Work
Certificates"), each dated not more than ten (10) days prior to the application
for withdrawal of funds, and each stating:

         (i) that all of the Work performed as of the date of the certificates
has been completed in compliance with the approved Plans and Specifications,
applicable Contracts and all applicable Legal Requirements;

         (ii) that the sum then requested to be withdrawn has been paid by the
Lessee or is justly due to contractors, subcontractors, materialmen, engineers,
architects or other Persons, whose names and addresses shall be stated therein,
who have rendered or furnished certain services or materials for the Work, and
the certificate shall also include a brief description of such services and
materials and the principal subdivisions or categories thereof and the
respective amounts so paid or due to each of said Persons in respect thereof and
stating the progress of the Work up to the date of said certificate;

         (iii) that the sum then requested to be withdrawn, plus all sums
previously withdrawn, does not exceed the cost of the Work insofar as actually
accomplished up to the date of such certificate;

         (iv) that the remainder of the funds held by the Lessor will be
sufficient to pay for the full completion of the Work in accordance with the
Plans and Specifications;

         (v) that no part of the cost of the services and materials described in
the applicable Work Certificate has been or is being made the basis of the
withdrawal of any funds in any 


                                     - 44 -


<PAGE>


previous or then pending application; and

         (vi) that, except for the amounts, if any, specified in the applicable
Work Certificate to be due for services and materials, there is no outstanding
indebtedness known, after due inquiry, which is then due and payable for work,
labor, services or materials in connection with the Work which, if unpaid, might
become the basis of a vendor's, mechanic's, laborer's or materialman's statutory
or other similar Lien upon the Leased Property.

         (c) The Lessee shall deliver to the Lessor satisfactory evidence that
the Leased Property and all materials and all property described in the Work
Certificates are free and clear of Liens, except (i) Liens, if any, securing
indebtedness due to Persons (whose names and addresses and the several amounts
due them shall be stated therein) specified in an applicable Work Certificate,
which Liens shall be discharged upon disbursement of the funds then being
requested, (ii) any Fee Mortgage and (iii) the Permitted Encumbrances. The
Lessor shall accept as satisfactory evidence of the foregoing lien waivers in
customary form from the general contractor and all subcontractors performing the
Work, together with an endorsement of its title insurance policy (relating to
the Leased Property) in form acceptable to the Lessor, dated as of the date of
the making of the then current disbursement, confirming the foregoing.

         (d) If the Work involves alteration or restoration of the exterior of
any Leased Improvement that changes the footprint of any Leased Improvement, the
Lessee shall deliver to the Lessor, upon the request of the Lessor, an
"as-built" survey of the Leased Property dated as of a date within ten (10) days
prior to the making of the first and final advances (or revised to a date within
ten (10) days prior to each such advance) showing no encroachments other than
such encroachments, if any, by the Leased Improvements upon or over the
Permitted Encumbrances as are in existence as of the date hereof.

         (e) The Lessee shall deliver to the Lessor (i) an opinion of counsel
(satisfactory to the Lessor both as to counsel and as to the form of opinion)
prior to the first advance opining that all necessary Permits for the repair,
replacement and/or restoration of the Leased Property have been obtained and
that the Leased Property, if repaired, replaced or rebuilt in accordance, in all
material respects, with the approved Plans and Specifications and such Permits,
shall comply with all applicable Legal Requirements and (ii) an architect's
certificate (satisfactory to the Lessor both as to the architect and as to the
form of the certificate) prior to the final advance, certifying that the Leased
Property was repaired, replaced or rebuilt in accordance, in all material
respects, with the approved Plans and Specifications and complies with all
applicable Legal Requirements, including, without limitation, all Permits
referenced in the foregoing clause (i).

         (f) There shall be no Lease Default or any state of facts or
circumstance existing which, with the giving of notice and/or the passage of
time, would constitute any Lease Default.

The Lessor, at its option, may waive any of the foregoing requirements in whole
or in part in any instance. Upon compliance by the Lessee with the foregoing
requirements (except for such requirements, if any, as the Lessor may have
expressly elected to waive), and to the extent of (x) the insurance proceeds, if
any, which the Lessor may be required to apply to restoration of the Leased
Property pursuant to the provisions of this Lease and (y) all other cash
deposits made by the Lessee, the Lessor shall make available for payment to the
Persons named in the Work Certificate the respective amounts stated in said
certificate(s) to be due, subject to a retention of ten percent (10%) as to all
hard costs of the Work (the "Retainage"). It is understood that the Retainage is
intended to provide a contingency fund to assure the Lessor that the Work shall
be 


                                     - 45 -


<PAGE>


fully completed in accordance with the Plans and Specifications and the
requirements of the Lessor. Upon the full and final completion of all of the
Work in accordance with the provisions hereof, the Retainage shall be made
available for payment to those Persons entitled thereto.

Upon completion of the Work, and as a condition precedent to making any further
advance, in addition to the requirements set forth above, the Lessee shall
promptly deliver to the Lessor:

         (i) written certificates of the architect or engineer, bearing the
architect's or engineer's seal, and the general contractor, certifying that the
Work has been fully completed in a good and workmanlike manner in material
compliance with the Plans and Specifications and all Legal Requirements;

         (ii) an endorsement of its title insurance policy (relating to the
Leased Property) in form reasonably acceptable to the Lessor insuring the Leased
Property against all mechanic's and materialman's liens accompanied by the final
lien waivers from the general contractor and all subcontractors;

         (iii) a certificate by the Lessee in form and substance reasonably
satisfactory to the Lessor, listing all costs and expenses in connection with
the completion of the Work and the amount paid by the Lessee with respect to the
Work; and

         (iv) a temporary certificate of occupancy (if obtainable) and all other
applicable Permits and Contracts (that have not previously been delivered to the
Lessor) issued by or entered into with any Governmental Authority with respect
to the Leased Property and the Primary Intended Use and by the appropriate Board
of Fire Underwriters or other similar bodies acting in and for the locality in
which the Leased Property is situated; provided, that within thirty (30) days
after completion of the Work, the Lessee shall obtain and deliver to the Lessor
a permanent certificate of occupancy for the Leased Property.

         Upon completion of the Work and delivery of the documents required
pursuant to the provisions of this Section 13.1, the Lessor shall pay the
Retainage to the Lessee or to those Persons entitled thereto and if there shall
be insurance proceeds or cash deposits, other than the Retainage, held by the
Lessor in excess of the amounts disbursed pursuant to the foregoing provisions,
then provided that no Lease Default has occurred and is continuing, nor any
state of facts or circumstances which, with the giving of notice and/or the
passage of time would constitute a Lease Default, the Lessor shall pay over such
proceeds or cash deposits to the Lessee.

         No inspections or any approvals of the Work during or after
construction shall constitute a warranty or representation by the Lessor, or any
of its agents or Consultants, as to the technical sufficiency, adequacy or
safety of any structure or any of its component parts, including, without
limitation, any fixtures, equipment or furnishings, or as to the subsoil
conditions or any other physical condition or feature pertaining to the Leased
Property. All acts, including any failure to act, relating to the Lessor are
performed solely for the benefit of the Lessor to assure the payment and
performance of the Lease Obligations and are not for the benefit of the Lessee
or the benefit of any other Person.

         13.2 Disposition of Insurance Proceeds.

         13.2.1 Proceeds To Be Released to Pay For Work. In the event of any
Casualty, 


                                     - 46 -


<PAGE>


except as provided for in Section 13.2.2, the Lessor (or Lessor's Lender for so
long as the Promissory Note remains outstanding) shall release proceeds of
property insurance held by it to pay for the Work in accordance with the
provisions and procedures set forth in this Article 13, only if:

         (a) all of the terms, conditions and provisions of Sections 13.1 and
13.2.1 are satisfied and all of the requirements of Lessor's Lender as set forth
in the mortgage deed securing the Promissory Note are satisfied;

         (b) there does not then exist any Lease Default or any state of facts
or circumstance which, with the giving of notice and/or the passage of time,
would constitute such a Lease Default;

         (c) The Lessee demonstrates to the Lessor's or Lessor's Lender's
satisfaction that the Lessee has the financial ability to satisfy the Lease
Obligations during such repair or restoration; and

         (d) no Sublease (excluding Resident Agreements) material to the
operation of the Facility immediately prior to such damage or taking shall have
been canceled or terminated, nor contain any still exercisable right to cancel
or terminate, due to such Casualty if and to the extent that the income from
such Sublease is necessary in order to avoid the violation of any of the
financial covenants set forth in this Lease or otherwise to avoid the creation
of an Event of Default.

         13.2.2 Proceeds Not To Be Released. If, as the result of any Casualty,
the Leased Property is damaged to the extent it is rendered Unsuitable For Its
Primary Intended Use and if either: (a) the Lessee, after exercise of diligent
efforts, cannot within a reasonable time (not in excess of ninety (90) days)
obtain all necessary Permits in order to be able to perform all required Work
and to again operate the Facility for its Primary Intended Use within two
hundred and seventy (270) days from the occurrence of the damage or destruction
in substantially the manner as immediately prior to such damage or destruction
or (b) such Casualty occurs during the last twenty-four (24) months of the Term
and would reasonably require more than nine (9) months to obtain all Permits and
complete the Work, then the Lessee may either (i) acquire the Leased Property
from the Lessor for a purchase price equal to the Fair Market Value of the
Leased Property minus the Fair Market Added Value, with the Fair Market Value
and the Fair Market Added Value to be determined as of the day immediately prior
to such Casualty and prior to any other Casualty which has not been fully
repaired, restored or replaced, in which event, the Lessee shall be entitled
upon payment of the full purchase price to receive all property insurance
proceeds (less any costs and expenses incurred by the Lessor in collecting the
same), or (ii) terminate this Lease, in which event (subject to the provisions
of the last sentence of this Section 13.2.2) the Lessor shall be entitled to
receive and retain the insurance proceeds; provided, however, that the Lessee
shall only have such right of termination effective upon payment to the Lessor
of all Rent and other sums due under this Lease and the other Lease Documents
through the date of termination plus an amount, which when added to the sum of
(1) the Fair Market Value of the Leased Property as affected by all unrepaired
or unrestored damage due to any Casualty (and giving due regard for delays,
costs and expenses incident to completing all repair or restoration required to
fully repair or restore the same) plus (2) the amount of insurance proceeds
actually received by the Lessor (net of costs and expenses incurred by the
Lessor in collecting the same) equals (3) the Fair Market Value of the Leased
Property minus the Fair Market Added Value, with the Fair Market Value and the
Fair Market Added Value to be 


                                     - 47 -


<PAGE>


determined as of the day immediately prior to such Casualty and prior to any
other Casualty which has not been fully repaired. In such event Lessee exercises
its option to terminate hereunder, Lessor's Lender shall be permitted to retain
insurance proceeds in order to pay off its mortgage loan on the Leased Property.
Any acquisition of the Leased Property pursuant to the terms of this Section
13.2.2 shall be consummated in accordance with the provisions of Article 18,
mutatis, mutandis. If such termination becomes effective, the Lessor shall
assign to the Lessee any outstanding insurance claims.

         13.2.3 Lessee Responsible for Short-Fall. If the cost of the Work
exceeds the amount of proceeds received by the Lessor from the property
insurance required under Article 12 (net of costs and expenses incurred by the
Lessor in collecting the same), the Lessee shall be obligated to contribute any
excess amount needed to repair or restore the Leased Property and pay for the
Work. Such amount shall be paid by the Lessee to the Lessor together with any
other property insurance proceeds for application to the cost of the Work.

         13.3 Tangible Personal Property. All insurance proceeds payable by
reason of any loss of or damage to any of the Tangible Personal Property shall
be paid to the Lessor as secured party, subject to the rights of the holders of
any Permitted Prior Security Interests, and, thereafter, provided that no Lease
Default, nor any fact or circumstance which with the giving of notice and/or the
passage of time could constitute a Lease Default, has occurred and is
continuing, the Lessor shall pay such insurance proceeds to the Lessee to
reimburse the Lessee for the cost of repairing or replacing the damaged Tangible
Personal Property, subject to the terms and conditions set forth in the other
provisions of this Article 13, mutatis mutandis.

         13.4 Restoration of Certain Improvements and the Tangible Personal
Property. If the Lessee is required or elects to restore the Facility, the
Lessee shall either (a) restore (i) all alterations and improvements to the
Leased Property made by the Lessee and (ii) the Tangible Personal Property or
(b) replace such alterations and improvements and the Tangible Personal Property
with improvements or items of the same or better quality and utility in the
operation of the Leased Property.

         13.5 No Abatement of Rent. In no event shall any Rent abate as a result
of any Casualty.

         13.6 Termination of Certain Rights. Any termination of this Lease
pursuant to this Article 13 shall cause any right of the Lessee to extend the
Term of this Lease, granted to the Lessee herein and any right of the Lessee to
purchase the Leased Property contained in this Lease to be terminated and to be
without further force or effect.

         13.7 Waiver. The Lessee hereby waives any statutory rights of
termination which may arise by reason of any damage or destruction to the Leased
Property due to any Casualty which the Lessee is obligated to restore or may
restore under any of the provisions of this Lease.

         13.8 Application of Rent Loss and/or Business Interruption Insurance.
All proceeds of rent loss and/or business interruption insurance (collectively,
"Rent Insurance Proceeds") shall be paid to the Lessor and dealt with as
follows:

         (a) if the Work has been promptly and diligently commenced by the
Lessee and is in the process of being completed in accordance with this Lease
and no fact or condition exists which constitutes, or which with the giving of
notice and/or the passage of time would constitute, 


                                     - 48 -


<PAGE>


a Lease Default, the Lessor shall each month pay to the Lessee out of the Rent
Insurance Proceeds a sum equal to that amount, if any, of the Rent Insurance
Proceeds paid by the insurer which is allocable to the rental loss and/or
business interruption for the preceding month minus an amount equal to the sum
of the Rent due hereunder for such month plus any Impositions relating to the
Leased Property then due and payable;

         (b) if the Work has not been promptly and diligently commenced by the
Lessee or is not in the process of being completed in accordance with this
Lease, the Rent Insurance Proceeds shall be applied to any Rent then due, and,
to the extent sufficient therefor, an amount equal to Base Rent, Impositions and
insurance premiums payable for the next twelve (12) months, as reasonably
projected by the Lessor, shall be held by the Lessor as security for the Lease
Obligations and applied to the payment of Rent as it becomes due; and

         (c) if such Rent Insurance Proceeds received by the Lessor (net of
costs and expenses incurred by the Lessor in collecting the same) exceed the
amounts required under clauses (a) and (b) above, the excess shall be paid to
the Lessee, provided no fact or circumstance exists which constitutes, or with
notice, or passage of time, or both, would constitute, a Lease Default.

Notwithstanding the foregoing, the Lessor may at its option use or release the
Rent Insurance Proceeds to pay for the Work and, if a Lease Default exists, the
Lessor may apply all such insurance proceeds towards the Lease Obligations or
hold such proceeds as security therefor.

         13.9 Obligation To Account. Upon the Lessee's written request, which
may not be made not more than once in any three (3) month period, the Lessor
shall provide the Lessee with a written accounting of the application of all
insurance proceeds received by the Lessor.


                                   ARTICLE 14
                                   ----------

                                  CONDEMNATION
                                  ------------

         14.1 Parties' Rights and Obligations. If during the Term there is any
Taking of all or any part of the Leased Property or any interest in this Lease,
the rights and obligations of the parties shall be determined by this Article
14.

         14.2 Total Taking. If there is a permanent Taking of all or
substantially all of the Leased Property, this Lease shall terminate on the Date
of Taking.

         14.3 Partial or Temporary Taking. If there is a Permanent Taking of a
portion of the Leased Property, or if there is a temporary Taking of all or a
portion of the Leased Property, this Lease shall remain in effect so long as the
Leased Property is not thereby rendered permanently Unsuitable For Its Primary
Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period
not likely to, or which does not, exceed two hundred and seventy (270) days. If,
however, the Leased Property is thereby so rendered permanently or temporarily
Unsuitable For Its Primary Intended Use: (a) the Lessee shall have the right to
restore the Leased Property, at its own expense, (subject to the right under
certain circumstances as provided for in Section 14.5 to receive the net
proceeds of an Award for reimbursement) to the extent possible, to substantially
the same condition as existed immediately before the partial or temporary Taking
or (b) the Lessee shall have the right to acquire the Leased Property from the
Lessor (i) upon payment of all Rent due through the date that the purchase price
is paid, for a purchase price equal to the Fair 


                                     - 49 -


<PAGE>


Market Value of the Leased Property minus the Fair Market Added Value, with the
Fair Market Value of the Leased Property and the Fair Market Added Value to be
determined as of the day immediately prior to such partial or temporary Taking
and (ii) in accordance with the terms and conditions set forth in Article 18; in
which event, this Lease shall terminate upon payment of such purchase price and
the consummation of such acquisition. Notwithstanding the foregoing, the Lessor
may overrule the Lessee's election under clause (a) or (b) and instead either
(1) terminate this Lease as of the date when the Lessee is required to surrender
possession of the portion of the Leased Property so taken or (2) compel the
Lessee to keep the Lease in full force and effect and to restore the Leased
Property as provided in clause (a) above, but only if the Leased Property may be
operated for at least eighty percent (80%) of the licensed unit capacity of the
Facility if operated in accordance with its Primary Intended Use. The Lessee
shall exercise its election under this Section 14.3 by giving the Lessor notice
thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee
receives notice of the Taking. The Lessor shall exercise its option to overrule
the Lessee's election under this Section 14.3 by giving the Lessee notice of the
Lessor's exercise of its rights under Section 14.3 within thirty (30) days after
the Lessor receives the Lessee's Election Notice. If, as the result of any such
partial or temporary Taking, this Lease is not terminated as provided above, the
Lessee shall be entitled to an abatement of Rent, but only to the extent, if
any, provided for in Section 3.8, effective as of the date upon which the Leased
Property is rendered Unsuitable For Its Primary Intended Use.

         14.4 Restoration. If there is a partial or temporary Taking of the
Leased Property and this Lease remains in full force and effect pursuant to
Section 14.3, the Lessee shall accomplish all necessary restoration and to the
extent that the Award is made available to Lessor by its lender, the Lessor
shall release the net proceeds of such Award to reimburse the Lessee for the
actual reasonable costs and expenses thereof, subject to all of the conditions
and provisions set forth in Article 13 as though the Taking was a Casualty and
the Award was insurance proceeds. If the cost of the restoration exceeds the
amount of the Award (net of costs and expenses incurred in obtaining the Award),
the Lessee shall be obligated to contribute any excess amount needed to restore
the Facility or pay for such costs and expenses. To the extent that the cost of
restoration is less than the amount of the Award (net of cost and expenses
incurred in obtaining the Award), the remainder of the Award shall be retained
by the Lessor and Rent shall be abated as set forth in Section 3.8.

         14.5 Award Distribution. In the event the Lessee completes the purchase
of the Leased Property, as described in Section 14.3, the entire Award shall,
upon payment of the purchase price and all Rent and other sums due under this
Lease and the other Lease Documents, belong to the Lessee and the Lessor agrees
to assign to the Lessee all of the Lessor's rights thereto. In any other event,
the entire Award shall belong to and be paid to the Lessor.

         14.6 Control of Proceedings. Subject to the rights of any Fee
Mortgagee, unless and until the Lessee completes the purchase of the Leased
Property as provided in Section 14.3, all proceedings involving any Taking and
the prosecution of claims arising out of any Taking against the Condemnor shall
be conducted, prosecuted and settled by the Lessor; provided, however, that the
Lessor shall keep the Lessee apprised of the progress of all such proceedings
and shall solicit the Lessee's advice with respect thereto and shall give due
consideration to any such advice. In addition, the Lessee shall reimburse the
Lessor (as an Additional Charge) for all costs and expenses, including
reasonable attorneys' fees, appraisal fees, fees of expert witnesses and costs
of litigation or dispute resolution, in relation to any Taking, whether or not
this Lease is terminated; provided, however, if this Lease is terminated as a
result of a Taking, the Lessee's obligation to so reimburse the Lessor shall be
diminished by the amount of the Award, if any, received by the Lessor which is
in excess of the Lessor's Investment.


                                     - 50 -


<PAGE>


                                   ARTICLE 15
                                   ----------

                               PERMITTED CONTESTS
                               ------------------

         15.1 Lessee's Right to Contest. To the extent of the express references
made to this Article 15 in other Sections of this Lease, the Lessee, any
Sublessee or any Manager on their own or on the Lessor's behalf (or in the
Lessor's name), but at their sole cost and expense, may contest, by appropriate
legal proceedings conducted in good faith and with due diligence (until the
resolution thereof), the amount, validity or application, in whole or in part,
of any Imposition, Legal Requirement, the decision of any Governmental Authority
related to the operation of the Leased Property for its Primary Intended Use or
any Lien or claim relating to the Leased Property not otherwise permitted by
this Lease; provided, that (a) prior written notice of such contest is given to
the Lessor, (b) in the case of an unpaid Imposition, Lien or claim, the
commencement and continuation of such proceedings shall suspend the collection
thereof from the Lessor and/or compliance by any applicable member of the
Leasing Group with the contested Legal Requirement or other matter may be
legally delayed pending the prosecution of any such proceeding without the
occurrence or creation of any Lien, charge or liability of any kind against the
Leased Property, (c) neither the Leased Property nor any rent therefrom would be
in any immediate danger of being sold, forfeited, attached or lost as a result
of such proceeding, (d) in the case of a Legal Requirement, neither the Lessor
nor any member of the Leasing Group would be in any immediate danger of civil or
criminal liability for failure to comply therewith pending the outcome of such
proceedings, (e) in the event that any such contest shall involve a sum of money
or potential loss in excess of FIFTY THOUSAND DOLLARS ($50,000), the Lessee
shall deliver to the Lessor an Officer's Certificate and opinion of counsel, if
the Lessor deems the delivery of an opinion to be appropriate, certifying or
opining, as the case may be, as to the validity of the statements set forth to
the effect set forth in clauses (b), (c) and (d), to the extent applicable, (f)
the Lessee shall give such cash security as may be demanded in good faith by the
Lessor to insure ultimate payment of any fine, penalty, interest or cost and to
prevent any sale or forfeiture of the affected portion of the Leased Property by
reason of such non-payment or non-compliance, (g) if such contest is finally
resolved against the Lessor or any member of the Leasing Group, the Lessee shall
promptly pay, as Additional Charges due hereunder, the amount required to be
paid, together with all interest and penalties accrued thereon and/or comply
(and cause any Sublessee and any Manager to comply) with the applicable Legal
Requirement, and (h) no state of facts or circumstance exists which constitutes,
or with the passage of time and/or the giving of notice, could constitute a
Lease Default; provided, however, the provisions of this Article 15 shall not be
construed to permit the Lessee to contest the payment of Rent or any other sums
payable by the Lessee to the Lessor under any of the Lease Documents.

         15.2 Lessor's Cooperation. The Lessor, at the Lessee's sole cost and
expense, shall execute and deliver to the Lessee such authorizations and other
documents as may reasonably be required in any such contest, so long as the same
does not expose the Lessor to any civil or criminal liability, and, if
reasonably requested by the Lessee or if the Lessor so desires, the Lessor shall
join as a party therein.

         15.3 Lessee's Indemnity. The Lessee, as more particularly provided for
in Section 12.2, shall indemnify, defend (with counsel acceptable to the Lessor)
and save the Lessor harmless against any liability, cost or expense of any kind,
including, without limitation, attorneys' fees and expenses that may be imposed
upon the Lessor in connection with any such 


                                     - 51 -


<PAGE>


contest and any loss resulting therefrom and in the enforcement of this
indemnification.

                                   ARTICLE 16
                                   ----------

                                     DEFAULT
                                     -------

         16.1 Events of Default. Each of the following shall constitute an
"Event of Default" hereunder and shall entitle the Lessor to exercise its
remedies hereunder and under any of the other Lease Documents:

         (a) any failure of the Lessee to pay any amount due hereunder or under
any of the other Lease Documents within ______(___) days following the due date
of such payment;

         (b) any failure in the observance or performance of any other covenant,
term, condition or warranty provided in this Lease or any of the other Lease
Documents, other than the payment of any monetary obligation and other than as
specified in subsections (c) through (p) below (a "Failure to Perform"),
continuing for thirty (30) days after the giving of notice by the Lessor to the
Lessee specifying the nature of the Failure to Perform; except as to matters not
susceptible to cure within thirty (30) days, provided that with respect to such
matters, (i) the Lessee commences the cure thereof within thirty (30) days after
the giving of such notice by the Lessor to the Lessee, (ii) the Lessee
continuously prosecutes such cure to completion and (iii) such Failure to
Perform does not impair the value of, or the Lessor's rights with respect to,
the Leased Property;

         (c) the occurrence of any default or breach of condition continuing
beyond the expiration of the applicable notice and grace periods, if any, under
any of the other Lease Documents;

         (d) if any representation, warranty or statement contained herein or in
any of the other Lease Documents proves to be untrue in any material respect as
of the date when made or at any time during the Term if such representation or
warranty is a continuing representation or warranty pursuant to Section 10.2;

         (e) if any member of the Leasing Group shall (i) voluntarily be
adjudicated a bankrupt or insolvent, (ii) seek or consent to the appointment of
a receiver or trustee for itself or for the Leased Property, (iii) file a
petition seeking relief under the bankruptcy or other similar laws of the United
States, any state or any jurisdiction, (iv) make a general assignment for the
benefit of creditors, (v) make or offer a composition of its debts with its
creditors or (vi) be unable to pay its debts as such debts mature;

         (f) if any court shall enter an order, judgment or decree appointing,
without the consent of any member of the Leasing Group, a receiver or trustee
for such member or for any of its property and such order, judgment or decree
shall remain in force, undischarged or unstayed, sixty (60) days after it is
entered;

         (g) if a petition is filed against any member of the Leasing Group
which seeks relief under the bankruptcy or other similar laws of the United
States, any state or any other jurisdiction, and such petition is not dismissed
within sixty (60) days after it is filed;


                                     - 52 -


<PAGE>


         (h) if, without the prior written consent of the Lessor, in each
instance, which consent may be withheld by the Lessor in its sole and absolute
discretion, the Lessee's or any Sublessee's interest in the Leased Property
shall be, directly or indirectly, mortgaged, encumbered (by any voluntary or
involuntary Lien other than the Permitted Encumbrances), subleased, sold,
assigned, hypothecated or otherwise transferred (whether by operation of law or
otherwise);

         (i) except as a result of Casualty or a partial or complete
Condemnation, if the Lessee or any Sublessee ceases operation of the Facility
for a period in excess of thirty (30) days;

         (j) if one or more judgments against the Lessee or any Sublessee or
attachments against the Lessee's interest or any Sublessee's interest in the
Leased Property, which in the aggregate exceed ONE HUNDRED THOUSAND DOLLARS
($100,000) or which may materially and adversely interfere with the operation of
the Facility, remain unpaid, unstayed on appeal, undischarged, unbonded or
undismissed for a period of thirty (30) days;

         (k) if any malpractice award or judgment exceeding any applicable
professional liability insurance coverage by more than FIVE HUNDRED THOUSAND
DOLLARS ($500,000) shall be rendered against any member of the Leasing Group and
either (i) enforcement proceedings shall have been commenced by any creditor
upon such award or judgment or (ii) such award or judgment shall continue
unsatisfied and in effect for a period of ten (10) consecutive days without an
insurance company satisfactory to the Lessor (in its sole and absolute
discretion) having agreed to fund such award or judgment in a manner
satisfactory to the Lessor (in its sole and absolute discretion) and in either
case such award or judgment shall, in the reasonable opinion of the Lessor, have
a material adverse affect on the ability of any member of the Leasing Group to
operate the Facility;

         (l) if any member of the Leasing Group receives notice of a final
unappealable determination by applicable Governmental Authorities of the
revocation of any Permit required for the lawful construction or operation of
the Facility in accordance with the Primary Intended Use or the loss of any
Permit under any other circumstances under which any member of the Leasing Group
is required to cease the operation of the Facility in accordance with the
Primary Intended Use;

         (m) any failure to maintain the insurance required pursuant to Section
12 of this Lease in force and effect at all times until the Lease Obligations
are fully paid and performed; and

         (n) the appointment of a temporary manager (or operator) for the Leased
Property by any Governmental Authority.

         16.2 Remedies.

         (a) If any Lease Default shall have occurred, the Lessor may at its
option terminate this Lease by giving the Lessee not less than ten (10) days'
notice of such termination, or exercise any one or more of its rights and
remedies under this Lease or any of the other Lease Documents, or as available
at law or in equity and upon the expiration of the time fixed in such notice,
the Term shall terminate (but only if the Lessor shall have specifically elected
by a written notice to so terminate the Lease) and all rights of the Lessee
under this Lease shall cease. Notwithstanding the foregoing, in the event of the
Lessee's failure to pay Rent, if such Rent remains unpaid beyond ten (10) days
from the due date thereof, the Lessor shall not be obligated 


                                     - 53 -


<PAGE>


to give ten (10) days notice of such termination or exercise of any of its other
rights and remedies under this Lease, or the other Lease Documents, or otherwise
available at law or in equity, and the Lessor shall be at liberty to pursue any
one or more of such rights or remedies without further notice. No taking of
possession of the Leased Property by or on behalf of the Lessor, and no other
act done by or on behalf of the Lessor, shall constitute an acceptance of
surrender of the Leased Property by the Lessee or reduce the Lessee's
obligations under this Lease or the other Lease Documents, unless otherwise
expressly agreed to in a written document signed by an authorized officer or
agent of the Lessor.

         (b) To the extent permitted under applicable law, the Lessee shall pay
as Additional Charges all costs and expenses (including, without limitation,
attorneys' fee and expenses) reasonably incurred by or on behalf of the Lessor
as a result of any Lease Default.

         (c) If any Lease Default shall have occurred, whether or not this Lease
has been terminated pursuant to Paragraph (a) of this Section, the Lessee shall,
to the extent permitted under applicable law, if required by the Lessor so to
do, upon not less than ten (10) days' prior notice from the Lessor, immediately
surrender to the Lessor the Leased Property pursuant to the provisions of
Paragraph (a) of this Section and quit the same, and the Lessor may enter upon
and repossess the Leased Property by reasonable force, summary proceedings,
ejectment or otherwise, and may remove the Lessee and all other Persons and any
and all of the Tangible Personal Property from the Leased Property, subject to
the rights of any residents or patients of the Facility and any Sublessees who
are not Affiliates of any member of the Leasing Group and to any requirements of
applicable law, or the Lessor may claim ownership of the Tangible Personal
Property as set forth in Section 5.2.3 hereof or the Lessor may exercise its
rights as secured party under the Security Agreement. The Lessor shall use
reasonable, good faith efforts to relet the Leased Property or otherwise
mitigate damages suffered by the Lessor as a result of the Lessee's breach of
this Lease.

         (d) In addition to all of the rights and remedies of the Lessor set
forth in this Lease and the other Lease Documents, if the Lessee shall fail to
pay any rental or other charge due hereunder (whether denominated as Base Rent,
Additional Charges or otherwise) within ten (10) days after same shall have
become due and payable, then and in such event the Lessee shall also pay to the
Lessor (i) a late payment service charge (in order to partially defray the
Lessor's administrative and other overhead expenses) equal to two hundred-fifty
($250) dollars and (ii) to the extent permitted by applicable law, interest on
such unpaid sum at the Overdue Rate; it being understood, however, that nothing
herein shall be deemed to extend the due date for payment of any sums required
to be paid by the Lessee hereunder or to relieve the Lessee of its obligation to
pay such sums at the time or times required by this Lease.

         16.3 Damages. None of (a) the termination of this Lease pursuant to
Section 16.2, (b) the eviction of the Lessee or the repossession of the Leased
Property, (c) the failure or inability of the Lessor, notwithstanding reasonable
good faith efforts, to relet the Leased Property, (d) the reletting of the
Leased Property or (e) the failure of the Lessor to collect or receive any
rentals due upon any such reletting, shall relieve the Lessee of its liability
and obligations hereunder, all of which shall survive any such termination,
repossession or reletting. In any such event, the Lessee shall forthwith pay to
the Lessor all Rent due and payable with respect to the Leased Property to and
including the date of such termination, repossession or eviction. Thereafter,
the Lessee shall forthwith pay to the Lessor, at the Lessor's option, either:

         (i) the sum of: (x) all Rent that is due and unpaid at the later to
occur of termination, 


                                     - 54 -


<PAGE>


repossession or eviction, together with interest thereon at the Overdue Rate to
the date of payment, plus (y) the worth (calculated in the manner stated below)
of the amount by which the unpaid Rent for the balance of the Term after the
later to occur of the termination, repossession or eviction exceeds the fair
market rental value of the Leased Property for the balance of the Term, plus (z)
any other amount necessary to compensate the Lessor for all damage proximately
caused by the Lessee's failure to perform the Lease Obligations or which in the
ordinary course would be likely to result therefrom; or

         (ii) each payment of Rent as the same would have become due and payable
if the Lessee's right of possession or other rights under this Lease had not
been terminated, or if the Lessee had not been evicted, or if the Leased
Property had not been repossessed which Rent, to the extent permitted by law,
shall bear interest at the Overdue Rate from the date when due until the date
paid, and the Lessor may enforce, by action or otherwise, any other term or
covenant of this Lease. There shall be credited against the Lessee's obligation
under this Clause (ii) amounts actually collected by the Lessor from another
tenant to whom the Leased Property may have actually been leased or, if the
Lessor is operating the Leased Property for its own account, the actual net cash
flow of the Leased Property.

         In making the determinations described in subparagraph (i) above, the
"worth" of unpaid Rent shall be determined by a court having jurisdiction
thereof using the lowest rate of capitalization (highest present worth)
reasonably applicable at the time of such determination and allowed by
applicable law.

         16.4 Lessee Waivers. If this Lease is terminated pursuant to Section
16.2, the Lessee waives, to the extent not prohibited by applicable law, (a) any
right of redemption, re-entry or repossession, (b) any right to a trial by jury
in the event of summary proceedings to enforce the remedies set forth in this
Article 16, and (c) the benefit of any laws now or hereafter in force exempting
property from liability for rent or for debt.

         16.5 Application of Funds. Any payments otherwise payable to the Lessee
which are received by the Lessor under any of the provisions of this Lease
during the existence or continuance of any Lease Default shall be applied to the
Lease Obligations in the order which the Lessor may reasonably determine or as
may be required by the laws of the State.

         16.6 Intentionally Omitted

         16.7 Lessor's Right to Cure. If the Lessee shall fail to make any
payment, or to perform any act required to be made or performed under this Lease
and to cure the same within the relevant time periods provided in Section 16.1,
the Lessor, after five (5) Business Days' prior notice to the Lessee (except in
an emergency when such shorter notice shall be given as is reasonable under the
circumstances), and without waiving or releasing any obligation or Event of
Default, may (but shall be under no obligation to) at any time thereafter make
such payment or perform such act for the account and at the expense of the
Lessee, and may, to the extent permitted by law, enter upon the Leased Property
for such purpose and take all such action thereon as, in the Lessor's opinion,
may be necessary or appropriate therefor. No such entry shall be deemed an
eviction of the Lessee. All sums so paid by the Lessor and all costs and
expenses (including, without limitation, reasonable attorneys' fees and
expenses, in each case, to the extent permitted by law) so incurred shall be
paid by the Lessee to the Lessor on demand as an Additional Charge. The
obligations of the Lessee and rights of the Lessor contained in this Article
shall survive the expiration or earlier termination of this Lease.


                                     - 55 -


<PAGE>


         16.8 No Waiver By Lessor. The Lessor shall not by any act, delay,
omission or otherwise (including, without limitation, the exercise of any right
or remedy hereunder) be deemed to have waived any of its right or remedies
hereunder or under any of the other Lease Documents unless such waiver is in
writing and signed by the Lessor, and then, only to the extent specifically set
forth therein. No waiver at any time of any of the terms, conditions, covenants,
representations or warranties set forth in any of the Lease Documents
(including, without limitation, any of the time periods set forth therein for
the performance of the Lease Obligations) shall be construed as a waiver of any
other term, condition, covenant, representation or warranty of any of the Lease
Documents, nor shall such a waiver in any one instance or circumstances be
construed as a waiver of the same term, condition, covenant, representation or
warranty in any subsequent instance or circumstance. No such failure, delay or
waiver shall be construed as creating a requirement that the Lessor must
thereafter, as a result of such failure, delay or waiver, give notice to the
Lessee or any other Person that the Lessor does not intend to, or may not, give
a further waiver or to refrain from insisting upon the strict performance of the
terms, conditions, covenants, representations and warranties set forth in the
Lease Documents before the Lessor can exercise any of its rights or remedies
under any of the Lease Documents or before any Lease Default can occur, or as
establishing a course of dealing for interpreting the conduct of and agreements
between the Lessor and the Lessee or any other Person.

         The acceptance by the Lessor of any payment that is less than payment
in full of all amounts then due under any of the Lease Documents at the time of
the making of such payment shall not: (a) constitute a waiver of the right to
exercise any of the Lessor's remedies at that time or at any subsequent time,
(b) constitute an accord and satisfaction or (c) nullify any prior exercise of
any remedy, without the express written consent of the Lessor. Any failure by
the Lessor to take any action under this Lease or any of the other Lease
Documents by reason of a default hereunder or thereunder, any acceptance of a
past due installment, or any indulgence granted from time to time shall not be
construed (i) as a novation of this Lease or any of the other Lease Documents,
(ii) as a waiver of any right of the Lessor thereafter to insist upon strict
compliance with the terms of this Lease or any of the other Lease Documents or
(iii) to prevent the exercise of any right of acceleration or any other right
granted hereunder or under applicable law; and to the maximum extent not
prohibited by applicable law, the Lessor hereby expressly waives the benefit of
any statute or rule of law or equity now provided, or which may hereafter be
provided, which would produce a result contrary to or in conflict with the
foregoing.

         16.9 Right of Forbearance. Whether or not for consideration paid or
payable to the Lessor and, except as may be otherwise specifically agreed to by
the Lessor in writing, no forbearance on the part of the Lessor, no extension of
the time for the payment of the whole or any part of the Lease Obligations, and
no other indulgence given by the Lessor to the Lessee or any other Person, shall
operate to release or in any manner affect the original liability of the Lessee
or such other Persons, or to limit, prejudice or impair any right of the Lessor,
including, without limitation, the right to realize upon any collateral, or any
part thereof, for any of the Lease Obligations evidenced or secured by the Lease
Documents; notice of any such extension, forbearance or indulgence being hereby
waived by the Lessee and all those claiming by, through or under the Lessee.

         16.10 Cumulative Remedies. The rights and remedies set forth under this
Lease are in addition to all other rights and remedies afforded to the Lessor
under any of the other Lease Documents or at law or in equity, all of which are
hereby reserved by the Lessor, and this Lease is made and accepted without
prejudice to any such rights and remedies. All of the rights and


                                     - 56 -


<PAGE>


remedies of the Lessor under each of the Lease Documents shall be separate and
cumulative and may be exercised concurrently or successively in the Lessor's
sole and absolute discretion.


                                   ARTICLE 17
                                   ----------

               SURRENDER OF LEASED PROPERTY OR LEASE; HOLDING OVER
               ---------------------------------------------------

         17.1 Surrender. The Lessee shall, upon the expiration or prior
termination of the Term (unless the Lessee has concurrently purchased the Leased
Property in accordance with the terms hereof), vacate and surrender the Leased
Property to the Lessor in good repair and condition, in compliance with all
Legal Requirements, all Insurance Requirements, and in compliance with the
provisions of Article 8, except for: (a) ordinary wear and tear (subject to the
obligation of the Lessee to maintain the Leased Property in good order and
repair during the entire Term of the Lease), (b) damage caused by the gross
negligence or willful acts of the Lessor, and (c) any damage or destruction
resulting from a Casualty or Taking that the Lessee is not required by the terms
of this Lease to repair or restore.

         17.2 Transfer of Permits and Contracts. In connection with the
expiration or any earlier termination of this Lease (unless the Lessee has
concurrently purchased the Leased Property in accordance with the terms hereof),
upon any request made from time to time by the Lessor, the Lessee shall (a)
promptly and diligently use its best efforts to (i) transfer and assign all
Permits and Contracts necessary or desirable for the operation of the Leased
Property in accordance with its Primary Intended Lease to the Lessor or its
designee and/or (ii) arrange for the transfer or assignment of such Permits and
Contracts to the Lessor or its designee, all to the extent the same may be
transferred or assigned under applicable law and (b) cooperate in every respect
(and to the fullest extent possible) and assist the Lessor or its designee in
obtaining such Permits and Contracts (whether by transfer, assignment or
otherwise). Such efforts and cooperation on the part of the Lessee shall
include, without limitation, the execution, delivery and filing with appropriate
Governmental Authorities and third party payors of any applications, petitions,
statements, notices, requests, assignments and other documents or instruments
requested by the Lessor. Furthermore, the Lessee shall not take any action or
refrain from taking any action which would defer, delay or jeopardize the
process of the Lessor or its designee obtaining said Permits and Contracts
(whether by transfer, assignment or otherwise). Without limiting the foregoing,
the Lessee shall not seek to transfer or relocate any of said Permits or
Contracts to any location other than the Leased Property. The provisions of this
Section 17.2 shall survive the expiration or earlier termination of this Lease.

         The Lessee hereby appoints the Lessor as its attorney-in-fact, with
full power of substitution to take such actions, in the event that the Lessee
fails to comply with any request made by the Lessor hereunder, as the Lessor (in
its sole absolute discretion) may deem necessary or desirable to effectuate the
intent of this Section 17.2. The power of attorney conferred on the Lessor by
the provisions of this Section 17.2, being coupled with an interest, shall be
irrevocable until the Lease Obligations are fully paid and performed and shall
not be affected by any disability or incapacity which the Lessee may suffer and
shall survive the same. Such power of attorney is provided solely to protect the
interests of the Lessor and shall not impose any duty on the Lessor to exercise
any such power and neither the Lessor nor such attorney-in-fact shall be liable
for any act, omission, error in judgment or mistake of law, except as the same
may result from its gross negligence or willful misconduct.


                                     - 57 -


<PAGE>


         17.3 No Acceptance of Surrender. Except at the expiration of the Term
in the ordinary course, no surrender to the Lessor of this Lease or of the
Leased Property or any interest therein shall be valid or effective unless
agreed to and accepted in writing by the Lessor and no act by the Lessor or any
representative or agent of the Lessor, other than such a written acceptance by
the Lessor, shall constitute an acceptance of any such surrender.

         17.4 Holding Over. If, for any reason, the Lessee shall remain in
possession of the Leased Property after the expiration or any earlier
termination of the Term, such possession shall be as a tenant at sufferance
during which time the Lessee shall pay as rental each month, one and one-half
times the aggregate of (i) one-twelfth of the aggregate Base Rent payable at the
time of such expiration or earlier termination of the Term; (ii) all Additional
Charges accruing during the month and (iii) all other sums, if any, payable by
the Lessee pursuant to the provisions of this Lease with respect to the Leased
Property. During such period of tenancy, the Lessee shall be obligated to
perform and observe all of the terms, covenants and conditions of this Lease,
but shall have no rights hereunder other than the right, to the extent given by
law to tenants at sufferance, to continue its occupancy and use of the Leased
Property. Nothing contained herein shall constitute the consent, express or
implied, of the Lessor to the holding over of the Lessee after the expiration or
earlier termination of this Lease.

                                   ARTICLE 18
                                   ----------

                         PURCHASE OF THE LEASED PROPERTY
                         -------------------------------

         18.1 Purchase of the Leased Property. In the event the Lessee purchases
the Leased Property from the Lessor pursuant to any of the terms of this Lease,
the Lessor shall, upon receipt from the Lessee of the applicable purchase price,
together with full payment of any unpaid Rent due and payable with respect to
any period ending on or before the date of the purchase, deliver to the Lessee a
deed with covenants only against acts of the Lessor conveying the entire
interest of the Lessor in and to the Leased Property to the Lessee subject to
all Legal Requirements, all of the matters described in clauses (a), (b), (e)
and (g) of Section 11.5.2, Impositions, any Liens created by the Lessee, any
Liens created in accordance with the terms of this Lease or consented to by the
Lessee, the claims of all Persons claiming by through or under the Lessee, any
other matters assented to by the Lessee and all matters for which the Lessee has
responsibility under any of the Lease Documents, but otherwise not subject to
any other Lien created by the Lessor from and after the Commencement Date (other
than an Encumbrance permitted under Article 20 which the Lessee elects to
assume). The applicable purchase price shall be paid in cash to the Lessor, or
as the Lessor may direct, in federal or other immediately available funds except
as otherwise mutually agreed by the Lessor and the Lessee. All expenses of such
conveyance, including, without limitation, title examination costs, standard
(and extended) coverage title insurance premiums, attorneys' fees incurred by
the Lessor in connection with such conveyance, recording and transfer taxes and
recording fees and other similar charges shall be paid by the Lessee.

         18.2 Appraisal.

         18.2.1 Designation of Appraisers. In the event that it becomes
necessary to determine the Fair Market Value of the Leased Property for any
purpose of this Lease, the party required or permitted to give notice of such
required determination shall include in the notice the name of a Person selected
to act as appraiser on its behalf. Within ten (10) days after receipt of any
such 


                                     - 58 -


<PAGE>


notice, the Lessor (or the Lessee, as the case may be) shall by notice to
the Lessee (or the Lessor, as the case may be) appoint a second Person as
appraiser on its behalf.

         18.2.2 Appraisal Process. The appraisers thus appointed, each of whom
must be a member of the American Institute of Real Estate Appraisers (or any
successor organization thereto), shall, within forty-five (45) days after the
date of the notice appointing the first appraiser, proceed to appraise the
Leased Property to determine the Fair Market Value of the Leased Property as of
the relevant date (giving effect to the impact, if any, of inflation from the
date of their decision to the relevant date); provided, however, that if only
one appraiser shall have been so appointed, or if two appraisers shall have been
so appointed but only one such appraiser shall have made such determination
within fifty (50) days after the making of the Lessee's or the Lessor's request,
then the determination of such appraiser shall be final and binding upon the
parties. If two appraisers shall have been appointed and shall have made their
determinations within the respective requisite periods set forth above and if
the difference between the amounts so determined shall not exceed ten per cent
(10%) of the lesser of such amounts, then the Fair Market Value of the Leased
Property shall be an amount equal to fifty percent (50%) of the sum of the
amounts so determined. If the difference between the amounts so determined shall
exceed ten percent (10%) of the lesser of such amounts, then such two appraisers
shall have twenty (20) days to appoint a third appraiser, but if such appraisers
fail to do so, then either party may request the American Arbitration
Association or any successor organization thereto to appoint an appraiser within
twenty (20) days of such request, and both parties shall be bound by any
appointment so made within such twenty (20) day period. If no such appraiser
shall have been appointed within such twenty (20) days or within ninety (90)
days of the original request for a determination of Fair Market Value of the
Leased Property, whichever is earlier, either the Lessor or the Lessee may apply
to any court having jurisdiction to have such appointment made by such court.
Any appraiser appointed by the original appraisers, by the American Arbitration
Association or by such court shall be instructed to determine the Fair Market
Value of the Leased Property within thirty (30) days after appointment of such
Appraiser. The determination of the appraiser which differs most in terms of
dollar amount from the determinations of the other two appraisers shall be
excluded, and fifty percent (50%) of the sum of the remaining two determinations
shall be final and binding upon the Lessor and the Lessee as the Fair Market
Value of the Leased Property.

         18.2.3 Specific Enforcement and Costs. This provision for determination
by appraisal shall be specifically enforceable to the extent such remedy is
available under applicable law, and any determination hereunder shall be final
and binding upon the parties except as otherwise provided by applicable law. The
Lessor and the Lessee shall each pay the fees and expenses of the appraiser
appointed by it and each shall pay one-half of the fees and expenses of the
third appraiser and one-half of all other cost and expenses incurred in
connection with each appraisal.

                                   ARTICLE 19
                                   ----------

                            SUBLETTING AND ASSIGNMENT
                            -------------------------

         19.1 Subletting and Assignment. The Lessee may not, without the prior
written consent of the Lessor, which consent may be withheld in the Lessor's
sole and absolute discretion, assign or pledge all or any portion of its
interest in this Lease or any of the other Lease Documents (whether by operation
of law or otherwise) or sublet all or any part of the Leased Property. For
purposes of this Section 19.1, the term "assign" shall be deemed to include, 


                                     - 59 -


<PAGE>


but not be limited to, any one or more sales, pledges, hypothecations or other
transfers (including, without limitation, any transfer by operation of law) of
more than fifty percent (50%), in the aggregate, of the capital stock in the
Lessee or sales, pledges, hypothecations or other transfers (including, without
limitation, any transfer by operation of law) of the capital or the assets of
the Lessee. Any such assignment, pledge, sale, hypothecation or other transfer
made without the Lessor's consent shall be void and of no force and effect.


         19.2 Attornment. The Lessee shall insert in each Sublease approved by
the Lessor provisions to the effect that (a) such Sublease is subject and
subordinate to all of the terms and provisions of this Lease and to the rights
of the Lessor hereunder, (b) in the event this Lease shall terminate before the
expiration of such Sublease, the Sublessee thereunder will, at the Lessor's
option, attorn to the Lessor and waive any right the Sublessee may have to
terminate the Sublease or to surrender possession thereunder, as a result of the
termination of this Lease and (c) in the event the Sublessee receives a written
notice from the Lessor stating that the Lessee is in default under this Lease,
the Sublessee shall thereafter be obligated to pay all rentals accruing under
said Sublease directly to the Lessor or as the Lessor may direct. All rentals
received from the Sublessee by the Lessor shall be credited against the amounts
owing by the Lessee under this Lease.

                                   ARTICLE 20
                                   ----------

                   TITLE TRANSFERS AND LIENS GRANTED BY LESSOR
                   -------------------------------------------

         20.1 No Merger of Title. There shall be no merger of this Lease or of
the leasehold estate created hereby with the fee estate in the Leased Property
by reason of the fact that the same Person may acquire, own or hold, directly or
indirectly (a) this Lease or the leasehold estate created hereby or any interest
in this Lease or such leasehold estate and (b) the fee estate in the Leased
Property.

         20.2 Transfers By Lessor. If the original Lessor named herein or any
successor in interest shall convey the Leased Property in accordance with the
terms hereof, other than as security for a debt, and the grantee or transferee
of the Leased Property shall expressly assume all obligations of the Lessor
hereunder arising or accruing from and after the date of such conveyance or
transfer, the original the Lessor named herein or the applicable successor in
interest so conveying the Leased Property shall thereupon be released from all
future liabilities and obligations of the Lessor under this Lease arising or
accruing from and after the date of such conveyance or other transfer as to the
Leased Property and all such future liabilities and obligations shall thereupon
be binding upon the new owner.

         20.3 Lessor May Grant Liens. Without the consent of the Lessee, but
subject to the terms and conditions set forth below in this Section 20.3, the
Lessor may, from time to time, directly or indirectly, create or otherwise cause
to exist any lien, encumbrance or title retention agreement upon the Leased
Property or any interest therein ("Encumbrance"), whether to secure any
borrowing or other means of financing or refinancing, provided that the Lessee
shall have no obligation to make payments under such Encumbrances. The Lessee
shall subordinate this Lease to the lien of any such Encumbrance, on the
condition that the beneficiary or holder of any future Encumbrance executes a
non-disturbance agreement in conformity with the provisions of Section 20.4. To
the extent that any such Encumbrance consists of a mortgage or deed of trust


                                     - 60 -


<PAGE>


on the Lessor's interest in the Leased Property the same shall be referred to
herein as a "Fee Mortgage" and the holder thereof shall be referred to herein as
a "Fee Mortgagee".

         20.4 Subordination and Non-Disturbance. Concurrently with the execution
and delivery of any Fee Mortgage entered into after the date hereof, provided
that the Lessee executes and delivers an agreement of the type described in the
following paragraph, the Lessor shall obtain and deliver to the Lessee an
agreement by the holder of such Fee Mortgage, pursuant to which, (a) the
applicable Fee Mortgagee consents to this Lease and (b) agrees that,
notwithstanding the terms of the applicable Fee Mortgage held by such Fee
Mortgagee, or any default, expiration, termination, foreclosure, sale, entry or
other act or omission under or pursuant to such Fee Mortgage or a transfer in
lieu of foreclosure, (i) the Lessee shall not be disturbed in peaceful enjoyment
of the Leased Property nor shall this Lease be terminated or canceled at any
time, except in the event that the Lessor shall have the right to terminate this
Lease under the terms and provisions expressly set forth herein, (ii) the
Lessee's options to purchase the Leased Property pursuant to Articles 13 and 14
of this Lease shall remain in force and effect pursuant to the terms hereof and
(iii) in the event that the Lessee elects its option to purchase the Leased
Property and performs all of its obligations hereunder in connection with any
such election, the holder of the Fee Mortgage shall release its Fee Mortgage
upon payment by the Lessee of the purchase price required hereunder, provided,
that (1) such purchase price is paid to the holder of the Fee Mortgage, in the
event that the indebtedness secured by the applicable Fee Mortgage is equal to
or greater than the purchase price or (2) in the event that the purchase price
is greater than the indebtedness secured by the Fee Mortgage, a portion of the
purchase price equal to the indebtedness secured by the Fee Mortgage is paid to
the Fee Mortgagee and the remainder of the purchase price is paid to the Lessor.

         At the request from time to time by any Fee Mortgagee, the Lessee shall
(a) subordinate this Lease and all of the Lessee's rights and estate hereunder
to the Fee Mortgage held by such Fee Mortgagee and (b) agree that the Lessee
will attorn to and recognize such Fee Mortgagee or the purchaser at any
foreclosure sale or any sale under a power of sale contained in any such Fee
Mortgage as the Lessor under this Lease for the balance of the Term then
remaining. To effect the intent and purpose of the immediately preceding
sentence, the Lessee agrees to execute and deliver such instruments in
recordable from as are reasonably requested by the Lessor or the applicable Fee
Mortgagee; provided, however, that such Fee Mortgagee simultaneously executes,
delivers and records a written agreement of the type described in the preceding
paragraph.


                                   ARTICLE 21
                                   ----------

                               LESSOR OBLIGATIONS
                               ------------------

         21.1 Quiet Enjoyment. As long as the Lessee shall pay all Rent and all
other sums due under any of the Lease Documents as the same become due and shall
fully comply with all of the terms of this Lease and the other Lease Documents
and fully perform its obligations thereunder, the Lessee shall peaceably and
quietly have, hold and enjoy the Leased Property throughout the Term, free of
any claim or other action by the Lessor or anyone claiming by, through or under
the Lessor, but subject to the Permitted Encumbrances and such Liens as may


                                     - 61 -


<PAGE>


hereafter be consented to by the Lessee. No failure by the Lessor to comply with
the foregoing covenant shall give the Lessee any right to cancel or terminate
this Lease, or to fail to perform any other sum payable under this Lease, or to
fail to perform any other obligation of the Lessee hereunder. Notwithstanding
the foregoing, the Lessee shall have the right by separate and independent
action to pursue any claim it may have against the Lessor as a result of a
breach by the Lessor of the covenant of quiet enjoyment contained in this
Article 21.

         21.2 Memorandum of Lease. The Lessor and the Lessee shall, promptly
upon the request of either, enter into a short form memorandum of this Lease, in
form suitable for recording under the laws of the State, in which reference to
this Lease and all options contained herein shall be made. The Lessee shall pay
all recording costs and taxes associated therewith.

         21.3 Default by Lessor. The Lessor shall be in default of its
obligations under this Lease only if the Lessor shall fail to observe or perform
any term, covenant or condition of this Lease on its part to be performed and
such failure shall continue for a period of thirty (30) days after notice
thereof from the Lessee (or such shorter time as may be necessary in order to
protect the health or welfare of any patients or residents of the Facility or to
insure the continuing compliance of the Facility with the applicable Legal
Requirements), unless such failure cannot with due diligence be cured within a
period of thirty (30) days, in which case such failure shall not be deemed to
continue if the Lessor, within said thirty (30) day period, proceeds promptly
and with due diligence to cure the failure and diligently completes the curing
thereof. The time within which the Lessor shall be obligated to cure any such
failure shall also be subject to extension of time due to the occurrence of any
Unavoidable Delay.


                                   ARTICLE 22
                                   ----------

                                     NOTICES
                                     -------

         Any notice, request, demand, statement or consent made hereunder or
under any of the other Lease Documents shall be in writing and shall be deemed
duly given if personally delivered, sent by certified mail, return receipt
requested, or sent by a nationally recognized commercial overnight delivery
service with provision for a receipt, postage or delivery charges prepaid, and
shall be deemed given when so personally delivered or postmarked or placed in
the possession of such mail or delivery service and addressed as follows:



If to the Lessee:                   CareMatrix of Ridgefield (SNF), Inc.
                                    197 First Avenue
                                    Needham Heights, Massachusetts 02194
                                    Attn:  James M. Clary, III, Esq.

With a copy to:                     CareMatrix of Ridgefield (SNF), Inc.
                                    197 First Avenue
                                    Needham Heights, Massachusetts 02194
                                    Attn:  General Counsel

If to the Lessor:                   CCC of Connecticut, Inc.
                                    197 First Avenue


                                     - 62 -


<PAGE>


                                    Needham Heights, Massachusetts 02194
                                    Attn: President


With copies to:                     CCC of Connecticut, Inc.
                                    197 First Avenue
                                    Needham Heights, Massachusetts 02194
                                    Attn:  General Counsel


or such other address as the Lessor or the Lessee shall hereinafter from time to
time designate by a written notice to the others given in such manner. Any
notice given to the Lessee by the Lessor at any time shall not imply that such
notice or any further or similar notice was or is required.


                                   ARTICLE 23
                                   ----------

                              INTENTIONALLY OMITTED
                              ---------------------

                                   ARTICLE 24
                                   ----------

                            MISCELLANEOUS PROVISIONS
                            ------------------------

         24.1 Broker's Fee Indemnification. The Lessee shall and hereby agrees
to indemnify, defend (with counsel reasonably acceptable to the Lessor) and hold
the Lessor harmless from and against any and all claims for premiums or other
charges, finder's fees, taxes, brokerage fees or commissions and other similar
compensation due in connection with any of the transactions contemplated by the
Lease Documents. Notwithstanding the foregoing, the Lessor shall have the option
of conducting its own defense against any such claims with counsel of the
Lessor's choice, but at the expense of the Lessee, as aforesaid. This
indemnification shall include all attorneys' fees and expenses and court costs
reasonably incurred by the Lessor in connection with the defense against any
such claims and the enforcement of this indemnification agreement and shall
survive the termination of this Lease.

         24.2 No Joint Venture or Partnership. Neither anything contained in any
of the Lease Documents, nor the acts of the parties hereto, shall create, or be
construed to create, a partnership or joint venture between the Lessor and the
Lessee. The Lessee is not the agent or representative of the Lessor and nothing
contained herein or in any of the other Lease Documents shall make, or be
construed to make, the Lessor liable to any Person for goods delivered to the
Lessee, services performed with respect to the Leased Property at the direction
of the Lessee or for debts or claims accruing against the Lessee.

         24.3 Amendments, Waivers and Modifications. Except as otherwise
expressly provided for herein or in any other Lease Document, none of the terms,
covenants, conditions, warranties or representations contained in this Lease or
in any of the other Lease Documents may be renewed, replaced, amended, modified,
extended, substituted, revised, waived, consolidated or terminated except by an
agreement in writing signed by (a) all parties to this Lease or the other
applicable Lease Document, as the case may be, with regard to any such renewal,
replacement, amendment, modification, extension, substitution, revision,
consolidation or termination and (b) the Person against whom enforcement is
sought with regard to any waiver. The provisions of 


                                     - 63 -


<PAGE>


this Lease and the other Lease Documents shall extend and be applicable to all
renewals, replacements, amendments, extensions, substitutions, revisions,
consolidations and modifications of any of the Lease Documents, the Management
Agreements, the Permits and/or the Contracts. References herein and in the other
Lease Documents to any of the Lease Documents, the Management Agreements, the
Permits and/or the Contracts shall be deemed to include any renewals,
replacements, amendments, extensions, substitutions, revisions, consolidations
or modifications thereof.

         Notwithstanding the foregoing, any reference contained in any of the
Lease Documents, whether express or implied, to any renewal, replacement,
amendment, extension, substitution, revisions, consolidation or modification of
any of the Lease Documents or any Management Agreement, Permit and/or the
Contract is not intended to constitute an agreement or consent by the Lessor to
any such renewal, replacement, amendment, substitution, revision, consolidation
or modification; but, rather as a reference only to those instances where the
Lessor may give, agree or consent to any such renewal, replacement, amendment,
extension, substitution, revision, consolidation or modification as the same may
be required pursuant to the terms, covenants and conditions of any of the Lease
Documents.

         24.4 Captions and Headings. The captions and headings set forth in this
Lease and each of the other Lease Documents are included for convenience and
reference only, and the words contained therein shall in no way be held or
deemed to define, limit, describe, explain, modify, amplify or add to the
interpretation, construction or meaning of, or the scope or intent of, this
Lease, any of the other Lease Documents or any parts hereof or thereof.

         24.5 Time is of the Essence. Time is of essence of each and every term,
condition, covenant and warranty set forth herein and in the other Lease
Documents.

         24.6 Counterparts. This Lease may be executed in one or more
counterparts, each of which taken together shall constitute an original and all
of which shall constitute one and the same instrument.

         24.7 Entire Agreement. This Lease and the other Lease Documents set
forth the entire agreement of the parties with respect to the subject matter.

         24.8 WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, THE LESSOR AND THE LESSEE HEREBY MUTUALLY, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT WHICH ANY PARTY HERETO MAY NOW OR
HEREAFTER HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THE LEASE OR ANY OF THE LEASE DOCUMENTS. The
Lessee hereby certifies that neither the Lessor nor any of the Lessor's
representatives, agents or counsel has represented expressly or otherwise that
the Lessor would not, in the event of any such suit, action or proceeding seek
to enforce this waiver to the right of trial by jury and acknowledges that the
Lessor has been induced by this waiver (among other things) to enter into the
transactions evidenced by this Lease and the other Lease Documents and further
acknowledges that the Lessee (a) has read the provisions of this Lease, and in
particular, the paragraph containing this waiver, (b) has consulted legal
counsel, (c) understands the rights that it is granting in this Lease and the
rights that it waiving in this paragraph in particular and (d) makes the waivers
set forth herein knowingly, voluntarily and intentionally.


                                     - 64 -


<PAGE>


         24.9 Successors and Assigns. This Lease and the other Lease Documents
shall be binding and inure to the benefit of (a) upon the Lessee and the
Lessee's legal representatives and permitted successors and assigns and (b) the
Lessor and any other Person who may now or hereafter hold the interest of the
Lessor under this Lease and their respective successors and assigns.
Notwithstanding the foregoing, the Lessee shall not assign any of its rights or
obligations hereunder or under any of the other Lease Documents without the
prior written consent of the Lessor, in each instance, which consent may be
withheld in the Lessor's sole and absolute discretion.

         24.10 No Third Party Beneficiaries. This Lease and the other Lease
Documents are solely for the benefit of the Lessor, its successors, assigns and
participants (if any), the Indemnified Parties, the Lessee, the other members of
the Leasing Group and their respective permitted successors and assigns, and,
except as otherwise expressly set forth in any of the Lease Documents, nothing
contained therein shall confer upon any Person other than such parties any right
to insist upon or to enforce the performance or observance of any of the
obligations contained therein. All conditions to the obligations of the Lessor
to advance or make available proceeds of insurance or Awards, or to release any
deposits held for Impositions or insurance premiums are imposed solely and
exclusively for the benefit of the Lessor, its successors and assigns. No other
Person shall have standing to require satisfaction of such conditions in
accordance with their terms, and no other Person shall, under any circumstances,
be a beneficiary of such conditions, any or all of which may be freely waived in
whole or in part by the Lessor at any time, if, in the Lessor's sole and
absolute discretion, the Lessor deems it advisable or desirable to do so.

         24.11 Governing Law. This Lease shall be construed and the rights and
obligations of the Lessor and the Lessee shall be determined in accordance with
the laws of the State.

         The Lessee hereby consents to personal jurisdiction in the courts of
the State and the United States District Court for the District in which the
Leased Property is situated as well as to the jurisdiction of all courts from
which an appeal may be taken from the aforesaid courts, for the purpose of any
suit, action or other proceeding arising out of or with respect to any of the
Lease Documents, the negotiation and/or consummation of the transactions
evidenced by the Lease Documents, the Lessor's relationship of any member of the
Leasing Group in connection with the transactions evidenced by the Lease
Documents and/or the performance of any obligation or the exercise of any remedy
under any of the Lease Documents and expressly waives any and all objections the
Lessee may have as to venue in any of such courts.

         24.12 General. Anything contained in this Lease to the contrary
notwithstanding, all claims against, and liabilities of, the Lessee or the
Lessor arising prior to any date of termination of this Lease or any of the
other Lease Documents shall survive such termination.

         If any provision of this Lease or any of the other Lease Documents or
any application thereof shall be invalid or unenforceable, the remainder of this
Lease or the other applicable Lease Document, as the case may be, and any other
application of such term or provision shall not be affected thereby.
Notwithstanding the foregoing, it is the intention of the parties hereto that if
any provision of any of this Lease is capable of two (2) constructions, one of
which would render the provision void and the other of which would render the
provision valid, then such provision shall be construed in accordance with the
construction which renders such provision valid.


                                      -65-
<PAGE>


         If any late charges provided for in any provision of this Lease or any
of the other Lease Documents are based upon a rate in excess of the maximum rate
permitted by applicable law, the parties agree that such charges shall be fixed
at the maximum permissible rate.

         The Lessee waives all presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor, and notices
of acceptance and waives all notices of the existence, creation, or incurring of
new or additional obligations, except as to all of the foregoing as expressly
provided for herein.



                                      -66-
<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Lease to be executed
and attested by their respective officers thereunto duly authorized.


WITNESSES:                               LESSEE:
----------                               -------

                                         CAREMATRIX OF RIDGEFIELD (SNF), INC.,
                                         a Delaware corporation


                                         By:
                                             ----------------------------------
Name:                                           Name:
                                                Title:


WITNESS:                                 LESSOR:
--------                                 -------

                                         CCC OF CONNECTICUT, INC., a Delaware
                                         corporation


                                         By:
                                             ----------------------------------
Name:                                           Name:
                                                Title:




                                      -67-
<PAGE>



                                    EXHIBIT A
                                    ---------

                          LEGAL DESCRIPTION OF THE LAND
                          -----------------------------



<PAGE>


                                    EXHIBIT B
                                    ---------

                             PERMITTED ENCUMBRANCES
                             ----------------------


1.       Inchoate or statutory liens for taxes not yet delinquent.

2.       An easement for highway purposes in favor of the State of Connecticut
         as described in Volume 328, Page 615 of the Ridgefield Land Records

3.       An electric distribution easement in favor of the Connecticut Light &
         Power Company as contained in Volume 474, Page 426 of the Ridgefield
         Land Records.

4.       Permanent easement for ingress and egress and the installation of
         utilities and 20 foot wide permanent easement for the installation of
         maintenance of a water transmission line in favor of George L. Bakes as
         described in volume 454, Page 1021 of the Ridgefield Land Records.

5.       Right to install, maintain, repair and replace a potable water system
         in favor of the Ridgefield Water Supply Company as contained in Volume
         494, Page 203 of the Ridgefield Land Records.

6.       Any other matter of record as of the Commencement Date of the Lease.


<PAGE>




                F A C I L I T Y   L E A S E   A G R E E M E N T



                            CCC OF CONNECTICUT, INC.


                                     Lessor


                                       AND


                      CAREMATRIX OF RIDGEFIELD (SNF), INC.

                                       as
                                     Lessee



                           Dated as of January 1, 1998


                             For Premises Located At

                                642 Danbury Road
                             Ridgefield, Connecticut


<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<S>               <C>                                                                                           <C>

ARTICLE 1         LEASED PROPERTY; TERM; CONSTRUCTION; EXTENSIONS.................................................1
                  1.1      Leased Property........................................................................1
                  1.2      Term...................................................................................1
                  1.3      Extended Terms.........................................................................2

ARTICLE 2         DEFINITIONS AND RULES OF CONSTRUCTION...........................................................2
                  2.1      Definitions............................................................................2
                  2.2      Rules of Construction.................................................................11

ARTICLE 3         RENT...........................................................................................12
                  3.1      Rent for Land, Leased Improvements, Related Rights and Fixtures.......................12
                  3.2      Intentionally Omitted.................................................................12
                  3.3      Intentionally Omitted.................................................................12
                  3.4      Additional Charges....................................................................12
                  3.5      Intentionally Omitted.................................................................13
                  3.6      Net Lease.............................................................................13
                  3.7      No Lessee Termination or Offset.......................................................13
                           3.7.1    No Termination...............................................................13
                           3.7.2    Waiver.......................................................................13
                           3.7.3    Independent Covenants........................................................13
                  3.8      Abatement of Rent Limited.............................................................13

ARTICLE 4         IMPOSITIONS; TAXES; UTILITIES; INSURANCE PAYMENTS..............................................14
                  4.1      Payment of Impositions................................................................14
                           4.1.1    Lessee To Pay................................................................14
                           4.1.2    Installment Elections........................................................14
                           4.1.3    Returns and Reports..........................................................14
                           4.1.4    Refunds......................................................................14
                           4.1.5    Protest......................................................................14
                  4.2      Notice of Impositions.................................................................15
                  4.3      Adjustment of Impositions.............................................................15
                  4.4      Utility Charges.......................................................................15
                  4.5      Insurance Premiums....................................................................15
                  4.6      Intentionally Omitted.................................................................15

ARTICLE 5         OWNERSHIP OF LEASED PROPERTY AND PERSONAL PROPERTY; INSTALLATION, REMOVAL AND REPLACEMENT OF
                  PERSONAL PROPERTY..............................................................................15
                  5.1      Ownership of the Leased Property......................................................15
                  5.2      Personal Property; Removal and Replacement of Personal Property.......................15
                           5.2.1    Lessee To Equip Facility.....................................................15
                           5.2.2    Sufficient Personal Property.................................................16

ARTICLE 6         ENVIRONMENTAL MATTERS..........................................................................16
                  6.1      Maintenance of Leased Property........................................................16
                  6.2      Notice of Environmental Conditions....................................................16
                  6.3      The Lessee's Agreement To Take Remedial Actions.......................................16


                                       (i)
<PAGE>


                  6.4      The Lessor's Rights To Inspect The Leased Property and Take Remedial Actions..........17
                  6.5      Environmental Indemnification.........................................................18
                  6.6      Survival..............................................................................18

ARTICLE 7         CONDITION AND USE OF LEASED PROPERTY; MANAGEMENT AGREEMENTS....................................18
                  7.1      Condition of the Leased Property......................................................18
                  7.2      Use of the Leased Property; Compliance; Management....................................19
                           7.2.1    Obligation to Operate........................................................19
                           7.2.2    Permitted Uses...............................................................19
                           7.2.3    Compliance With Insurance Requirements.......................................19
                           7.2.4    No Waste.....................................................................19
                           7.2.5    No Impairment................................................................19
                           7.2.6    No Liens.....................................................................19
                  7.3      Compliance with Legal Requirements....................................................19
                  7.4      Management Agreements.................................................................20

ARTICLE 8         REPAIRS; RESTRICTIONS..........................................................................21
                  8.1      Maintenance and Repair................................................................21
                           8.1.1  Lessee's Responsibility........................................................21
                           8.1.2  No Lessor Obligation...........................................................21
                           8.1.3  Lessee May Not Obligate Lessor.................................................21
                  8.2      Encroachments; Title Restrictions.....................................................22

ARTICLE 9         MATERIAL STRUCTURAL WORK AND CAPITAL ADDITIONS.................................................22
                  9.1      Lessor's Approval.....................................................................22
                  9.2      General Provisions as to Capital Additions and Certain Material Structural Work.......22
                           9.2.1    No Liens.....................................................................23
                           9.2.2    Lessee's Proposal Regarding Capital Additions and Material Structural Work...23
                           9.2.3    Lessor's Options Regarding Capital Additions and Material Structural Work....23
                           9.2.4    Lessor May Elect to Finance Capital Additions or Material Structural Work....23
                  9.3      Capital Additions and Material Structural Work Financed by
                           Lessor................................................................................23
                           9.3.1    Lessee's Financing Request...................................................23
                           9.3.2    Lessor's General Requirements................................................23
                           9.3.3    Payment of Costs.............................................................25
                  9.4      General Limitations...................................................................25
                  9.5      Non-Capital Additions.................................................................25

ARTICLE 10        WARRANTIES AND REPRESENTATIONS.................................................................26
                  10.1     Representations and Warranties........................................................26
                           10.1.1   Existence; Power; Qualification..............................................26
                           10.1.2   Valid and Binding............................................................26
                           10.1.3   Single Purpose...............................................................26
                           10.1.4   No Violation.................................................................26


                                      (ii)
<PAGE>


                           10.1.5   Consents and Approvals.......................................................26
                           10.1.6   No Liens or Insolvency Proceedings...........................................26
                           10.1.7   No Burdensome Agreements.....................................................27
                           10.1.8   Commercial Acts..............................................................27
                           10.1.9   Adequate Capital, Not Insolvent..............................................27
                           10.1.10  Not Delinquent...............................................................27
                           10.1.11  No Affiliate Debt............................................................27
                           10.1.12  Taxes Current................................................................27
                           10.1.13  Financials Complete and Accurate.............................................28
                           10.1.14  Pending Actions..............................................................28
                           10.1.15  Compliance with Legal Requirements...........................................28
                           10.1.16  Intentionally Omitted........................................................28
                           10.1.17  Intentionally Omitted........................................................28
                           10.1.18  Intentionally Omitted........................................................28
                           10.1.19  Intentionally Omitted........................................................28
                           10.1.20  Intentionally Omitted........................................................28
                           10.1.21  Intentionally Omitted........................................................28
                           10.1.22  ERISA........................................................................28
                           10.1.23  No Broker....................................................................28
                           10.1.24  No Improper Payments.........................................................28
                           10.1.25  Nothing Omitted..............................................................29
                           10.1.26  No Margin Security...........................................................29
                           10.1.27  No Default...................................................................29
                           10.1.28  Principal Place of Business..................................................29
                           10.1.29  Labor Matters................................................................29
                           10.1.30  Intellectual Property........................................................29
                  10.2     Continuing Effect of Representations and Warranties...................................30

ARTICLE 11        FINANCIAL AND OTHER COVENANTS..................................................................30
                  11.1     Status Certificates...................................................................30
                  11.2     Financial Statements; Reports; Notice and Information.................................30
                           11.2.1   Obligation To Furnish........................................................30
                           11.2.2   Responsible Officer..........................................................32
                           11.2.3   No Material Omission.........................................................32
                           11.2.4   Confidentiality..............................................................32
                  11.3     Intentionally Omitted.................................................................33
                  11.4     Affirmative Covenants.................................................................33
                           11.4.1   Maintenance of Existence.....................................................33
                           11.4.2   Materials....................................................................33
                           11.4.3   Compliance With Legal Requirements And Applicable Agreements.................33
                           11.4.4   Books And Records............................................................33
                           11.4.5   Intentionally Omitted........................................................33
                           11.4.6   Conduct of its Business......................................................33
                           11.4.7   Address......................................................................33
                           11.4.8   Subordination of Affiliate Transactions......................................33
                           11.4.9   Inspection...................................................................34
                           11.4.10  Additional Property..........................................................34
                  11.5     Additional Negative Covenants.........................................................34
                           11.5.1   Restrictions Relating to Lessee..............................................34


                                     (iii)
<PAGE>


                           11.5.2   No Liens.....................................................................34
                           11.5.3   Limits on Affiliate Transactions.............................................35
                           11.5.4   Intentionally Omitted........................................................35
                           11.5.5   No Default...................................................................35
                           11.5.6   Intentionally Omitted........................................................35
                           11.5.7   Intentionally Omitted........................................................35
                           11.5.8   ERISA........................................................................35
                           11.5.9   Forgiveness of Indebtedness..................................................35
                           11.5.10  Value of Assets..............................................................35
                           11.5.11  Changes in Fiscal Year and Accounting Procedures.............................35

ARTICLE 12        INSURANCE AND INDEMNITY........................................................................35
                  12.1     General Insurance Requirements........................................................35
                           12.1.1   Types and Amounts of Insurance...............................................35
                           12.1.2   Insurance Company Requirements...............................................36
                           12.1.3   Policy Requirements..........................................................36
                           12.1.4   Notices; Certificates and Policies...........................................37
                           12.1.5   Lessor's Right to Place Insurance............................................37
                           12.1.6   Payment of Proceeds..........................................................38
                           12.1.7   Irrevocable Power of Attorney................................................38
                           12.1.8   Blanket Policies.............................................................38
                           12.1.9   No Separate Insurance........................................................38
                           12.1.10  Assignment of Unearned Premiums..............................................38
                  12.2     Indemnity.............................................................................39
                           12.2.1   Indemnification..............................................................39
                           12.2.2   Indemnified Parties..........................................................39
                           12.2.3   Limitation on Lessor Liability...............................................39
                           12.2.4   Risk of Loss.................................................................40

ARTICLE 13        FIRE AND CASUALTY..............................................................................40
                  13.1     Restoration Following Fire or Other Casualty..........................................40
                           13.1.1   Following Fire or Casualty...................................................40
                           13.1.2   Procedures...................................................................40
                           13.1.3   Disbursement of Insurance Proceeds...........................................41
                  13.2     Disposition of Insurance Proceeds.....................................................44
                           13.2.1   Proceeds To Be Released to Pay For Work......................................44
                           13.2.2   Proceeds Not To Be Released..................................................44
                           13.2.3   Lessee Responsible for Short-Fall............................................45
                  13.3     Tangible Personal Property............................................................45
                  13.4     Restoration of Certain Improvements and the Tangible Personal
                           Property..............................................................................45
                  13.5     No Abatement of Rent..................................................................45
                  13.6     Termination of Certain Rights.........................................................45
                  13.7     Waiver................................................................................45
                  13.8     Application of Rent Loss and/or Business Interruption Insurance.......................46
                  13.9     Obligation To Account.................................................................46

ARTICLE 14        CONDEMNATION...................................................................................46
                  14.1     Parties' Rights and Obligations.......................................................46
                  14.2     Total Taking..........................................................................46


                                      (iv)
<PAGE>


                  14.3     Partial or Temporary Taking...........................................................46
                  14.4     Restoration...........................................................................47
                  14.5     Award Distribution....................................................................47
                  14.6     Control of Proceedings................................................................47

ARTICLE 15        PERMITTED CONTESTS.............................................................................48
                  15.1     Lessee's Right to Contest.............................................................48
                  15.2     Lessor's Cooperation..................................................................48
                  15.3     Lessee's Indemnity....................................................................48

ARTICLE 16        DEFAULT........................................................................................49
                  16.1     Events of Default.....................................................................49
                  16.2     Remedies..............................................................................50
                  16.3     Damages...............................................................................51
                  16.4     Lessee Waivers........................................................................52
                  16.5     Application of Funds..................................................................52
                  16.6     Intentionally Omitted.................................................................52
                  16.7     Lessor's Right to Cure................................................................52
                  16.8     No Waiver By Lessor...................................................................52
                  16.9     Right of Forbearance..................................................................53
                  16.10    Cumulative Remedies...................................................................53

ARTICLE 17        SURRENDER OF LEASED PROPERTY OR LEASE; HOLDING OVER............................................53
                  17.1     Surrender.............................................................................53
                  17.2     Transfer of Permits and Contracts.....................................................54
                  17.3     No Acceptance of Surrender............................................................54
                  17.4     Holding Over..........................................................................54

ARTICLE 18        PURCHASE OF THE LEASED PROPERTY................................................................55
                  18.1     Purchase of the Leased Property.......................................................55
                  18.2     Appraisal.............................................................................55
                           18.2.1   Designation of Appraisers....................................................55
                           18.2.2   Appraisal Process............................................................55
                           18.2.3   Specific Enforcement and Costs...............................................56

ARTICLE 19        SUBLETTING AND ASSIGNMENT......................................................................56
                  19.1     Subletting and Assignment.............................................................56
                  19.3     Attornment............................................................................56

ARTICLE 20        TITLE TRANSFERS AND LIENS GRANTED BY LESSOR....................................................57
                  20.1     No Merger of Title....................................................................57
                  20.2     Transfers By Lessor...................................................................57
                  20.3     Lessor May Grant Liens................................................................57
                  20.4     Subordination and Non-Disturbance.....................................................57

ARTICLE 21        LESSOR OBLIGATIONS.............................................................................58
                  21.1     Quiet Enjoyment.......................................................................58
                  21.2     Memorandum of Lease...................................................................58
                  21.3     Default by Lessor.....................................................................58


                                      (v)
<PAGE>


ARTICLE 22        NOTICES........................................................................................59

ARTICLE 23        INTENTIONALLY OMITTED..........................................................................59

ARTICLE 24        MISCELLANEOUS PROVISIONS.......................................................................59
                  24.1     Broker's Fee Indemnification..........................................................59
                  24.2     No Joint Venture or Partnership.......................................................60
                  24.3     Amendments, Waivers and Modifications.................................................60
                  24.4     Captions and Headings.................................................................60
                  24.5     Time is of the Essence................................................................60
                  24.6     Counterparts..........................................................................60
                  24.7     Entire Agreement......................................................................61
                  24.8     WAIVER OF JURY TRIAL..................................................................61
                  24.9     Successors and Assigns................................................................61
                  24.10    No Third Party Beneficiaries..........................................................61
                  24.11    Governing Law.........................................................................61
                  24.12    General...............................................................................62

EXHIBIT A         LEGAL DESCRIPTION OF THE LAND..................................................................63
EXHIBIT B         PERMITTED ENCUMBRANCES.........................................................................64
</TABLE>



                                      (vi)